UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-25581

PRICELINE.COM INCORPORATED

(Exact name of Registrant as specified in its charter)

Delaware

06-1528493

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification Number)

800 Connecticut Avenue

Norwalk, Connecticut 06854

(address of principal executive offices)

(203) 299-8000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed, since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. YES x. NO o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No x

Number of shares of Common Stock outstanding at October 31, 2008:

Common Stock, par value $0.008 per share		40,588,771
(Class)		(Number of Shares)

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Consolidated Financial Statements

priceline.com Incorporated

UNAUDITED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	September 30,			December 31,
	2008			2007
ASSETS
Current assets:
Cash and cash equivalents	$	413,386		$	385,359
Restricted cash	2,835			1,350
Short-term investments	38,850			122,499
Accounts receivable, net of allowance for doubtful accounts of $4,411 and $2,309, respectively	138,875			70,712
Prepaid expenses and other current assets	45,226			33,080
Total current assets	639,172			613,000

Long-term investments	14,304			2,451
Property and equipment, net	28,450			27,088
Intangible assets, net	213,392			182,748
Goodwill	353,407			287,159
Deferred taxes	189,471			218,519
Other assets	17,917			19,891
Total assets	$	1,456,113		$	1,350,856

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	65,802		$	47,708
Accrued expenses and other current liabilities	92,694			59,589
Deferred merchant bookings	30,454			17,750
Convertible debt	467,519			569,796
Total current liabilities	656,469			694,843

Deferred taxes	54,358			46,502
Other long-term liabilities	16,866			13,368
Total liabilities	727,693			754,713

Commitments and Contingencies (see Note 14)
Minority interest	—			17,036
Stockholders’ equity:
Common stock, $0.008 par value; authorized 1,000,000,000 shares, 47,007,186 and 45,117,685 shares issued, respectively	362			346
Treasury stock, 6,682,847 and 6,646,408 shares, respectively	(493,442		)	(489,106		)
Additional paid-in capital	2,164,029			2,124,029
Accumulated deficit	(946,288		)	(1,106,506		)
Accumulated other comprehensive income	3,759			50,344
Total stockholders’ equity	728,420			579,107
Total liabilities and stockholders’ equity	$	1,456,113		$	1,350,856

See Notes to Unaudited Consolidated Financial Statements.

Table of Contents

priceline.com Incorporated

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Merchant revenues, including $395 and $18,592 excise tax refund for the three and nine months ended September 30, 2007, respectively	$	323,957		$	275,211		$	949,345		$	776,131
Agency revenues	232,638			139,623			515,819			292,478
Other revenues	5,014			2,453			13,600			5,947
Total revenues	561,609			417,287			1,478,764			1,074,556
Cost of revenues	245,531			214,956			727,858			595,297
Gross profit	316,078			202,331			750,906			479,259

Operating expenses:
Advertising – Offline	8,293			8,413			30,252			29,028
Advertising – Online	84,291			53,844			214,952			129,241
Sales and marketing	21,452			13,093			57,715			36,027
Personnel, including stock-based compensation of $10,055, $4,127, $29,070 and $10,759, respectively	45,259			27,182			121,787			72,108
General and administrative, including net cost of litigation settlement of $126 and $55,365 for the three and nine months ended September 30, 2007, respectively	13,524			9,241			39,519			82,893
Information technology	4,402			3,343			13,688			9,406
Depreciation and amortization	10,935			9,131			32,352			26,633
Total operating expenses	188,156			124,247			510,265			385,336
Operating income	127,922			78,084			240,641			93,923

Other income (expense):
Interest income, including $77 and $3,346 of interest on excise tax refund for the three and nine months ended September 30, 2007, respectively	3,061			6,063			10,138			20,377
Interest expense	(1,763		)	(2,607		)	(6,787		)	(7,560		)
Foreign currency transactions and other	3,500			(1,316		)	(1,552		)	(1,862		)
Total other income	4,798			2,140			1,799			10,955

Earnings before income taxes, equity in loss of investee and minority interests	132,720			80,224			242,440			104,878
Income tax benefit (expense)	(42,852		)	26,657			(78,581		)	23,287
Equity in loss of investee and minority interests	(1,900		)	(2,516		)	(3,641		)	(3,945		)
Net income	87,968			104,365			160,218			124,220
Preferred stock dividend	—			—			—			(1,555		)

Net income applicable to common stockholders	$	87,968		$	104,365		$	160,218		$	122,665
Net income applicable to common stockholders per basic common share	$	2.22		$	2.76		$	4.12		$	3.27
Weighted average number of basic common shares outstanding	39,715			37,803			38,905			37,533
Net income applicable to common stockholders per diluted common share	$	1.81		$	2.27		$	3.25		$	2.79
Weighted average number of diluted common shares outstanding	48,656			45,924			49,344			43,924

See Notes to Unaudited Consolidated Financial Statements.

Table of Contents

priceline.com Incorporated

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008

(In thousands)

	Common Stock			Additional			Accumulated			Accumulated Other Comprehensive			Treasury Stock
	Shares	Amount		Paid-in Capital			Deficit			Income			Shares		Amount			Total

Balance, January 1, 2008	45,118	$	346	$	2,124,029		$	(1,106,506	)	$	50,344		(6,646	)	$	(489,106	)	$	579,107

Net income applicable to common stockholders	—	—		—			160,218			—			—		—			160,218

Unrealized gain on marketable securities	—	—		—			—			351			—		—			351

Currency translation adjustment	—	—		—			—			(46,936		)	—		—			(46,936		)

Comprehensive income	—	—		—			—			—			—		—			113,633

Shares issued in relation to conversion of senior notes	1,656	14		(14		)	—			—			—		—			—

Exercise of stock options and vesting of restricted stock units	233	2		4,473			—			—			—		—			4,475

Repurchase of common stock	—	—		—			—			—			(37	)	(4,336		)	(4,336		)

Stock-based compensation	—	—		29,000			—			—			—		—			29,000

Excess tax benefit on stock-based compensation	—	—		6,541			—			—			—		—			6,541

Balance, September 30, 2008	47,007	$	362	$	2,164,029		$	(946,288	)	$	3,759		(6,683	)	$	(493,442	)	$	728,420

See Notes to Unaudited Consolidated Financial Statements.

Table of Contents

priceline.com Incorporated

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

	Nine Months Ended September 30,
	2008			2007
OPERATING ACTIVITIES:
Net income	$	160,218		$	124,220
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	10,799			8,260
Amortization	21,825			18,373
Provision for uncollectible accounts, net	5,351			2,138
Deferred income taxes	22,469			(49,883		)
Stock-based compensation expense	29,070			10,759
Amortization of debt issuance costs	2,323			2,356
Equity in loss of investee, net and minority interests	3,641			3,945
Loss on impairment of investment	843			—
Changes in assets and liabilities:
Accounts receivable	(80,960		)	(53,568		)
Prepaid expenses and other current assets	(2,662		)	(4,950		)
Accounts payable, accrued expenses and other current liabilities	58,518			26,501
Other	3,765			1,183
Net cash provided by operating activities	235,200			89,334
INVESTING ACTIVITIES:
Purchase of investments	(115,005		)	(118,255		)
Maturity of investments	185,226			35,202
Purchase of shares held by minority interests	(153,564		)	(15,013		)
Acquisitions and other equity investments, net of cash acquired	(593		)	—
Additions to property and equipment	(12,885		)	(11,012		)
Change in restricted cash	(1,500		)	(228		)
Net cash used in investing activities	(98,321		)	(109,306		)
FINANCING ACTIVITIES:
Repurchase of common stock	(4,336		)	(2,223		)
Proceeds from exercise of stock options	4,475			16,197
Payments related to conversion of senior notes	(102,409		)	—
Payment of debt issuance costs	—			(1,309		)
Excess tax benefit from stock-based compensation	6,541			1,434
Net cash (used in) provided by financing activities	(95,729		)	14,099
Effect of exchange rate changes on cash and cash equivalents	(13,123		)	5,804
Net increase (decrease) in cash and cash equivalents	28,027			(69		)
Cash and cash equivalents, beginning of period	385,359			423,577
Cash and cash equivalents, end of period	$	413,386		$	423,508

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid during the period for income taxes	$	46,280		$	22,111

Cash paid during the period for interest	$	6,325		$	5,847

See Notes to Unaudited Consolidated Financial Statements

Table of Contents

priceline.com Incorporated

Notes to Unaudited Consolidated Financial Statements

1. BASIS OF PRESENTATION

Priceline.com Incorporated (“priceline.com” or the “Company”) is responsible for the Unaudited Consolidated Financial Statements included in this document. The Unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. The Company prepared the Unaudited Consolidated Financial Statements following the requirements of the Securities and Exchange Commission for interim reporting. As permitted under those rules, the Company condensed or omitted certain footnotes or other financial information that are normally required by GAAP for annual financial statements. These statements should be read in combination with the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

The Unaudited Consolidated Financial Statements include the accounts of the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Investments in affiliates in which the Company does not have control, but has the ability to exercise significant influence, are accounted for by the equity method. The functional currency of the Company’s foreign subsidiaries is generally the respective local currency. Assets and liabilities are translated into U.S. dollars at the rate of exchange existing at the balance sheet date. Income statement amounts are translated at the average exchange rates for the period. Translation gains and losses are included as a component of “accumulated other comprehensive income” in the accompanying Unaudited Consolidated Balance Sheets. Foreign currency transaction gains and (losses) are included in the Unaudited Consolidated Statement of Operations, principally in “foreign currency transactions and other.”

From time to time, the Company enters into derivatives with counterparties to minimize the impact of short-term foreign currency fluctuations on consolidated operating results. Realized and unrealized gains and losses resulting from the derivatives are recognized in the period in which they occur. As of September 30, 2008, derivatives with a notional value of 23.1 million Euros and 4.0 million British Pounds were outstanding. These derivatives expire on December 31, 2008, and the Company has no foreign exchange hedges currently in place past that date. As of December 31, 2007, derivatives with notional amounts of 16.0 million Euros and 3.7 million British Pounds were outstanding. Foreign exchange gains of $4.1 million and losses of $1.8 million for the three months ended September 30, 2008 and 2007, respectively, and losses of $0.9 million and $2.4 million for the nine months ended September 30, 2008 and 2007, respectively, were recorded in “Foreign currency transactions and other,” and were principally related to foreign exchange derivative contracts.

Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the results and trends in these interim financial statements may not be the same as those for the full year.

Recent Accounting Pronouncements – On January 1, 2008, the Company adopted Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (“SFAS”) No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. The adoption of SFAS No. 157 did not have a material impact on the Company’s consolidated financial statements. See Note 6 for more information regarding fair value measurements.

In February 2008, the FASB issued FASB Staff Position No. SFAS 157-2, “Effective Date of FASB Statement No. 157” (“FSP 157-2”). FSP 157-2 defers the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008. The Company is evaluating the impact of adopting the provisions of FSP 157-2.

In May 2008, the FASB issued FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments that May be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 requires cash settled convertible debt, such as our convertible senior notes, to be separated into debt and equity components at issuance and a value to be assigned to each. The value assigned to the debt component is the estimated fair value, as of the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value, representing the value assigned to the equity component, is recorded as a debt discount and amortized to interest expense over the life of the bond. In addition, if our convertible debt is redeemed or converted prior to maturity and the fair value of the debt component immediately prior to extinguishment exceeds the carrying value it will result in a loss on extinguishment. Although FSP APB 14-1 will have no impact on our actual past or future cash flows, it will require us to

Table of Contents

record a significant amount of non-cash interest expense as the debt discount is amortized and may result in losses on extinguishment that would not have occurred under previous GAAP. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and must be applied on a retrospective basis. The Company is evaluating the impact of this new standard, but expects that it will have a material adverse impact on our results of operations and earnings per share.

In June 2008, FASB ratified Emerging Issues Task Force (“EITF”) Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock.” This Issue addresses the determination of whether an instrument (or an embedded feature) is indexed to an entity’s own stock. The EITF will be effective for years beginning after December 15, 2008. The Company is evaluating the impact of adopting the provisions of this EITF.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. The standard requires unrealized gains and losses to be included in earnings for items reported using the fair value option. SFAS No. 159 permits companies to choose to measure many financial instruments and certain other items at fair value. SFAS No. 159 is effective for financial statements issued for fiscal years beginning after November 15, 2007. The Company did not elect the fair value option described in SFAS No. 159 for financial instruments and certain other items.

In December 2007, the FASB issued SFAS No. 141 (R), “Business Combinations” (“SFAS No. 141(R)”). SFAS No. 141(R) requires an entity to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. Subsequent changes to the estimated fair value of contingent consideration will be reflected in earnings until the contingency is settled. SFAS No. 141(R) also requires acquisition-related costs and restructuring costs to be expensed as incurred rather than treated as part of the purchase price. The adoption of SFAS No. 141(R) will change the Company’s accounting treatment for business combinations on a prospective basis beginning January 1, 2009.

In April 2008, the FASB issued FASB Staff Position No. FAS 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP FAS 142-3”). In determining the useful life of acquired intangible assets, FSP FAS 142-3 removes the requirement to consider whether an intangible asset can be renewed without substantial cost of material modifications to the existing terms and conditions and, instead, requires an entity to consider its own historical experience in renewing similar arrangements. FSP FAS 142-3 also requires expanded disclosure related to the determination of intangible asset useful lives. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and may impact any intangible assets the Company acquires in future transactions.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS No. 160”). SFAS No. 160 changes the accounting and reporting for minority interests, which will be characterized as non-controlling interests and classified as a component of equity. SFAS No. 160 is effective for the Company on a prospective basis in the first quarter of fiscal year 2009. The Company has not yet determined the impact on its consolidated financial statements of adopting SFAS No. 160.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities - an Amendment of FASB Statement 133.” SFAS No. 161 provides new disclosure requirements for an entity’s derivative and hedging activities. SFAS No. 161 is effective for periods beginning after November 15, 2008. The Company has not yet determined the impact on its consolidated financial statements of adopting SFAS No. 161.

2. STOCK-BASED EMPLOYEE COMPENSATION

The Company has adopted stock compensation plans which provide for grants of share based compensation as incentives and rewards to encourage employees, officers, consultants and directors to contribute towards the long-term success of the Company. Stock-based compensation cost included in personnel expense in the Unaudited Consolidated Statements of Operations was approximately $10.1 million, $4.1 million, $29.1 million and $10.8 million for the three and nine months ended September 30, 2008 and 2007, respectively. These amounts include stock-based compensation for restricted stock and restricted stock units related to shares of priceline.com International Limited (see Note 13 for additional information).

During the three months ended March 31, 2008, the Company made broad-based grants of 28,558 restricted stock units and 179,402 performance share units. The restricted stock units generally vest 25% per year over 4 years and the performance share units generally vest on the third anniversary of the date of grant. The share based awards granted had a total grant date fair value of $24.0 million based upon the weighted average grant date fair value per share of $115.33. The actual number of shares of common stock issued in connection with the performance share units will be determined at the end

Table of Contents

of the applicable performance periods, assuming there is no accelerated vesting for, among other things, a change in control or termination of employment in certain circumstances, and could range from a minimum of 71,261 shares to a maximum of 447,999 shares depending on the actual performance of the Company. Stock-based compensation related to the performance share units is recorded over the vesting period based upon the estimated probable outcome at the end of the performance period. During the three months ended March 31, 2008, the estimated probable number of shares to be issued at the end of the performance period was increased by 120,043 shares to an aggregate of 299,445 shares.

During the three months ended June 30, 2008, the Company granted 8,830 restricted stock units. The share based awards generally vest over four years or on the third anniversary of the date of grant and had a total grant date fair value of $1.2 million based upon the weighted average grant date fair value per share of $134.83.

During the three months ended September 30, 2008, the Company granted 58,840 restricted stock units. The share based awards vest over periods ranging from 31 to 48 months and had a total grant date fair value of $5.9 million based upon the weighted average grant date fair value per share of $100.82.

In December 2007, the Company granted 198,500 performance share units to certain European employees. The 198,500 represents the “target” number of shares of common stock that will be issued if certain financial performance goals are achieved. The actual number of shares to be issued will be determined in 2011 upon the completion of the performance period, assuming there is no accelerated vesting for, among other things, a change in control or termination of employment in certain circumstances, and could range from a minimum of 97,500 shares to a maximum of 595,500 shares. Stock-based compensation related to the performance share units is recorded based upon the estimated probable outcome at the end of the performance period. The estimated probable number of shares to be issued at the end of the performance period was increased by 305,690 shares during 2007 and by an additional 91,310 shares to an aggregate of 595,500 shares in the three months ended March 31, 2008.

3. NET INCOME PER SHARE

The Company computes basic and diluted net income per share in accordance with SFAS No. 128, “Earnings per Share.” Basic net income per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share is based upon the weighted average number of common and common equivalent shares outstanding during the period.

Common equivalent shares related to stock options, restricted stock, restricted stock units, performance share units and warrants are calculated using the treasury stock method. Performance share units are included in the weighted average common equivalent shares based on the number of shares that would be issued if the end of the reporting period were the end of the performance period, if the result would be dilutive. The warrants underlying Series B Preferred Stock were considered for inclusion in fully diluted net income per share using the “if-converted” method prior to their exercise in the first quarter 2007.

The Company’s convertible debt issues have net share settlement features requiring the Company upon conversion to settle the principal amount of the debt for cash and the conversion premium for cash or shares of the Company’s common stock. Pursuant to EITF 90-19, “Convertible Bonds with Issuer Options to Settle for Cash upon Conversion,” the convertible notes are included in the calculation of diluted net income per share if their inclusion is dilutive under the treasury stock method.

A reconciliation of the weighted average number of shares outstanding used in calculating diluted earnings per share is as follows (in thousands):

	For the Three Months Ended September 30,		For the Nine Months Ended September 30,
	2008	2007	2008	2007
Weighted average number of basic common shares outstanding	39,715	37,803	38,905	37,533

Weighted average dilutive stock options, restricted stock, restricted stock units and performance share units	1,584	1,359	1,721	1,386

Assumed conversion of convertible senior notes	7,357	6,762	8,718	5,005

Weighted average number of diluted common and common equivalent shares outstanding	48,656	45,924	49,344	43,924

Anti-dilutive potential common shares	6,447	9,328	4,950	11,058

Table of Contents

Anti-dilutive potential common shares for the three and nine months ended September 30, 2008 includes approximately 4.4 million shares and 3.0 million shares, respectively, that could be issued under the Company’s convertible debt if the Company’s stock price increases. Under the treasury stock method, the remaining outstanding convertible notes will generally have a dilutive impact on net income per share if the Company’s average stock price for the period exceeds the conversion price for the convertible notes. As an example, at stock prices of $40 per share, $60 per share, $80 per share, $100 per share and $150 per share, common equivalent shares would include approximately 0.1 million, 4.0 million, 5.9 million, 7.1 million and 8.6 million equivalent shares, respectively, related to the remaining outstanding convertible notes (excluding the offsetting impact of the Convertible Spread Hedges — see Note 9). The Conversion Spread Hedges increase the effective conversion price of the Company’s Convertible Senior Notes due September 30, 2011 and September 30, 2013 from $40.38 to $50.47 per share from the Company’s perspective and are expected to reduce potential dilution upon conversion of the Convertible Senior Notes at maturity. Since the beneficial impact of the Conversion Spread Hedges is anti-dilutive it is excluded from the calculation of net income per share.

4. RESTRUCTURING

At September 30, 2008 and December 31, 2007, the Company had a restructuring liability of $1.0 million and $1.2 million, respectively, for the estimated remaining costs related to leased property vacated by the Company in 2000. The Company estimates that, based on current available information, the remaining net cash outflows associated with its restructuring related commitments will be paid in 2008-2011. The current portion of the restructuring accrual in the amount of $0.7 million is recorded in “Accrued expenses and other current liabilities” and the $0.3 million non-current portion is recorded in “Other long-term liabilities” on the Company’s Unaudited Consolidated Balance Sheet.

5. INVESTMENTS

The following table summarizes, by major security type, the Company’s short-term investments as of September 30, 2008 (in thousands):

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Market Value

Foreign government securities	$	19,576	$	14	$	—		$	19,590
U.S. government securities	14,885		40		—			14,925
Certificate of deposit	2,980		—		(50		)	2,930
Corporate debt securities	1,408		—		(3		)	1,405

Total	$	38,849	$	54	$	(53	)	$	38,850

The following table summarizes, by major security type, the Company’s short-term investments as of December 31, 2007 (in thousands):

Table of Contents

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value

Corporate debt securities	$	31,080	$	21	$	(18	)	$	31,083
State government and agency securities	79,020		—		—			79,020
U.S. government and agency securities	9,461		49		—			9,510
Foreign government securities	2,898		—		(12		)	2,886

Total	$	122,459	$	70	$	(30	)	$	122,499

Long-term investments amounting to approximately $14.3 million and $2.5 million as of September 30, 2008 and December 31, 2007, respectively, were comprised of U.S. government securities and corporate notes with a maturity date greater than one year. During the three months ended September 30, 2008, the Company recorded an other-than-temporary impairment in the value of a corporate note included in long-term investments in the amount of $0.8 million. The loss is recorded in “Foreign currency transactions and other” in the consolidated statement of operations. The long-term investments are recorded net of unrealized gains of approximately $0.1 million as of September 30, 2008, and unrealized losses of approximately $0.2 million as of December 31, 2007. Except as disclosed above, there were no material gains or losses related to investments for the three or nine month periods ended September 30, 2008 or 2007.

6. FAIR VALUE MEASUREMENTS

Effective January 1, 2008, the Company adopted SFAS No. 157, which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The standard describes three levels of inputs that may be used to measure fair value:

Level 1:		Quoted prices in active markets that are accessible by the Company at the measurement date for identical assets and liabilities.

Level 2:		These prices are not directly accessible by the Company. Such prices may be based upon quoted prices in active markets or inputs not quoted on active markets, but corroborated by market data.

Level 3:		Unobservable inputs are used when little or no market data is available.

Financial assets and liabilities carried at fair value as of September 30, 2008 are classified in the table below in the categories described above:

Dollars in Thousands	Level 1		Level 2		Total
Short-term investments	$	34,515	$	4,335	$	38,850
Long-term investments	14,069		235		14,304
Foreign exchange derivative assets	—		3,051		3,051
Total assets at fair value	$	48,584	$	7,621	$	56,205

Fair values for investments in U.S. Treasury and foreign governmental securities are considered “level 1” valuations because the Company has access to quoted prices in active markets as of the measurement date. Fair values for other investments are considered “level 2” instrument valuations because they are obtained from professional pricing sources for these or comparable instruments, rather than direct observation of quoted prices in active markets. As of September 30, 2008, the Company did not have any “level 3” assets or liabilities without observable market values that would require a high level of judgment to determine fair value. The Company’s derivative instruments are valued using pricing models. Pricing models take into account the contract terms as well as multiple inputs where applicable, such as interest rate yield curve, option volatility and currency rates. Our derivative instruments are typically short-term in nature.

As of September 30, 2008, the carrying value of our cash and cash equivalents approximated their fair value and consisted primarily of AAA-rated U.S. Treasury money market funds, foreign governmental securities, AAA rated corporate debt money market funds and bank deposits.

Table of Contents

7. INTANGIBLE ASSETS AND GOODWILL

The Company’s intangible assets consist of the following (in thousands):

	September 30, 2008							December 31, 2007
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Amortization Period	Weighted Average Useful Life

Supply and distribution agreements	$	215,345	$	(42,821	)	$	172,524	$	191,612	$	(34,684	)	$	156,928	13 years	13 years

Technology	23,395		(17,316		)	6,079		27,865		(21,191		)	6,674		3 years	3 years

Patents	1,489		(1,161		)	328		1,489		(1,133		)	356		15 years	15 years

Customer lists	17,670		(11,257		)	6,413		12,280		(10,546		)	1,734		2 – 3 years	2 years

Internet domain names	6,453		(1,826		)	4,627		6,453		(1,343		)	5,110		10 years	10 years

Trade names	27,910		(5,244		)	22,666		15,317		(4,007		)	11,310		5 – 20 years	17 years

Other	1,488		(733		)	755		1,725		(1,089		)	636		1 – 15 years	7 years

Total intangible assets	$	293,750	$	(80,358	)	$	213,392	$	256,741	$	(73,993	)	$	182,748

Intangible assets with determinable lives are primarily amortized on a straight-line basis. Intangible asset amortization expense was approximately $7.4 million and $6.1 million for the three months ended September 30, 2008 and 2007, respectively, and approximately $21.8 million and $18.4 million for the nine months ended September 30, 2008 and 2007, respectively.

The annual estimated amortization expense for intangible assets for the remainder of 2008, the next four years and thereafter is expected to be as follows (in thousands):

2008	$	7,197
2009	25,741
2010	22,854
2011	19,821
2012	18,805
Thereafter	118,974
	$	213,392

A substantial majority of goodwill relates to the acquisitions of Booking.com Limited in 2004, Booking.com B.V. in 2005 and subsequent purchases of the minority interest in their parent company, priceline.com International. The change in goodwill for the nine months ended September 30, 2008 consists of the following (in thousands):

Balance at January 1, 2008	$	287,159
Purchase of minority interest	85,063
Adjustment to purchase price	593
Currency translation adjustments	(19,408		)
Balance at September 30, 2008	$	353,407

Table of Contents

8. OTHER ASSETS

Other assets at September 30, 2008 and December 31, 2007, consist of the following (in thousands):

	September 30, 2008		December 31, 2007
Investment in pricelinemortgage.com	$	8,966	$	9,229
Deferred debt issuance costs, net	7,709		10,032
Other	1,242		630
Total	$	17,917	$	19,891

Investment in pricelinemortgage.com represents the Company’s 49% equity investment in pricelinemortgage.com and, accordingly, the Company recognizes its pro rata share of pricelinemortgage.com’s operating results. The Company recognized approximately $97,000 and $263,000 of losses from its investment in pricelinemortgage.com in the three and nine months ended September 30, 2008, respectively. The Company recognized approximately $113,000 and $136,000 of losses from its investment in pricelinemortgage.com in the three and nine months ended September 30, 2007, respectively. The Company earned an insignificant amount of advertising fees from pricelinemortgage.com in the three and nine months ended September 30, 2008 and 2007.

Deferred debt issuance costs arose from the Company’s issuance of $125 million aggregate principal amount of 1% Notes in August 2003, $100 million aggregate principal amount of 2.25% Notes in June 2004, $172.5 million aggregate principal amount of 0.5% Notes in September 2006, $172.5 million of aggregate principal amount 0.75% Notes in September 2006 and a $175 million revolving credit facility in September 2007. Deferred debt issuance costs are being amortized using the effective interest rate method over the term of approximately five years, except for the 0.75% Notes, which are amortized over their term of seven years. The period of amortization for our debt issue costs was determined at inception of the related debt agreements to be the stated maturity date or the first stated put date, if applicable.

9. DEBT

Revolving Credit Facility

In September 2007, the Company entered into a $175 million five-year committed revolving credit facility with a group of lenders, which is secured, subject to certain exceptions, by a first-priority security interest on substantially all of the Company’s assets and related intangible assets located in the United States. In addition, the Company’s obligations under the revolving credit facility are guaranteed by substantially all of the assets and related intangible assets of the Company’s material direct and indirect domestic and foreign subsidiaries. Borrowings under the revolving credit facility will bear interest, at the Company’s option, at a rate per annum equal to the greater of (a) JPMorgan Chase Bank, National Association’s prime lending rate and (b) the federal funds rate plus ½ of 1%, plus an applicable margin ranging from 0.25% to 0.75%; or at an adjusted LIBOR for the interest period in effect for such borrowing plus an applicable margin ranging from 1.25% to 1.75%. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate ranging from 0.25% to 0.375%.

The revolving credit facility provides for the issuance of up to $50 million of letters of credit as well as borrowings on same-day notice, referred to as swingline loans, which are available in U.S. dollars, Euros, Pounds Sterling and any other foreign currency agreed to by the lenders. The Company may request that an additional $100 million be added to the revolving credit facility or to enter into one or more tranches of additional term loans. The proceeds of loans made under the facility could be used for working capital or general corporate purposes. As of September 30, 2008, there were no borrowings outstanding under the facility and the Company has issued approximately $5.8 million of letters of credit under the revolving credit facility.

Convertible Debt

The Company’s convertible debt is convertible into the Company’s common stock subject to certain conditions. Based upon the closing price of the Company’s common stock for the prescribed measurement periods during the three months ended September 30, 2008 and December 31, 2007, the contingent conversion thresholds on each of the Company’s convertible senior note issues were exceeded. As a result, the notes are convertible at the option of the holder as of September 30, 2008 and December 31, 2007 and, accordingly, have been classified as a current liability in the Unaudited Consolidated Balance Sheet as of those dates. However, contingencies continue to exist regarding the holders’ ability to convert such notes in future quarters. The determination of whether or not the notes are convertible must continue to be performed on a quarterly basis. Consequently, the convertible debt may not be convertible in future quarters, and therefore may again be

Table of Contents

classified as long-term debt, if the contingent conversion thresholds are not met in such quarters. In cases where holders decide to convert prior to the maturity date or first stated put date, the Company writes off the proportionate amount of remaining debt issue costs. If the note holders exercise their option to convert, the Company would deliver cash to repay the principal amount of the notes and would deliver cash or shares of common stock, at its option, to satisfy the conversion value in excess of the principal amount.

In the nine months ended September 30, 2008, approximately $100.5 million aggregate principal amount of the 1% Notes, $1.9 million aggregate principal amount of 2011 Notes and $30,000 of the 2.25% Notes were converted. The Company delivered cash of $102.4 million to repay the principal amount and issued 1,655,715 shares in satisfaction of the conversion value in excess of the principal amount. The Company also received notices of conversion from the holders of approximately $24.5 million of the 1% Notes, which represents the entire remaining outstanding principal amount of 1% Notes, and which were settled in the fourth quarter of 2008. In addition, the Company also received notices of conversion from the holders of approximately $36.0 million of the 2011 Notes and $14.0 million of the 2013 Notes, all of which are expected to be settled in the fourth quarter of 2008. In August 2008, the Company exercised its right to redeem the 1% Notes, however, the holders of all of the then-outstanding 1% Notes tendered their notes for conversion prior to the redemption date. In 2007, $50,000 and $23,000 of the 2.25% Notes and 1% Notes, respectively, were converted. Debt issuance costs written off in the nine months ended September 30, 2008 related to converted debt amounted to approximately $0.1 million. As of September 30, 2008, the estimated market value of the outstanding senior notes was approximately $805 million. Substantially all of the market value of the Company’s debt in excess of the carrying value relates to conversion premium on the bonds. Convertible debt consists of the following as of September 30, 2008 and December 31, 2007 (in thousands):

	September 30, 2008		December 31, 2007
$125 million aggregate principal amount of 1.00% Convertible Senior Notes due August 2010	$	24,529	$	124,846
$172.5 million aggregate principal amount of 0.50% Convertible Senior Notes due September 2011	170,570		172,500
$172.5 million aggregate principal amount of 0.75% Convertible Senior Notes due September 2013	172,500		172,500
$100 million aggregate principal amount of 2.25% Convertible Senior Notes due January 2025	99,920		99,950

	$	467,519	$	569,796

The $125 million aggregate principal amount of Convertible Senior Notes due August 1, 2010, with an interest rate of 1.00% (the “1% Notes”) are convertible, subject to certain conditions, into the Company’s common stock at a conversion price of approximately $40.00 per share. Prior to August 1, 2008, the 1% Notes were convertible if the closing price of the Company’s common stock for at least 20 trading days in the 30 consecutive trading days ending on the first day of a conversion period was more than 110% of the then current conversion price of the 1% Notes, or after August 1, 2008, if the closing price of the Company’s common stock is more than 110% of the then current conversion price of the 1% Notes. Both of these conditions have been met and, as discussed above, holders of all the outstanding 1% Notes have tendered their 1% Notes for conversion. Interest on the 1% Notes is payable on February 1 and August 1 of each year.

In November 2003, the Company entered into an interest rate swap agreement whereby it swapped the fixed 1% interest on its 1% Notes for a floating interest rate based on the 3-month U.S. Dollar LIBOR, minus the applicable margin of 221 basis points, on $45 million notional value of debt. In May 2008, the Company terminated the swap agreement and received a payment in the amount of $0.1 million representing the estimated fair value, including net accrued interest. Hedge ineffectiveness was not significant in the nine months ended September 30, 2008 and 2007. The fair value of the swap as of December 31, 2007 was a liability of approximately $0.1 million and was recorded in accrued expenses and other current liabilities with a related adjustment to the carrying value of debt.

In 2006, the Company issued in a private placement $172.5 million aggregate principal amount of Convertible Senior Notes due September 30, 2011, with an interest rate of 0.50% (the “2011 Notes”), and $172.5 million aggregate principal amount of Convertible Senior Notes due September 30, 2013, with an interest rate of 0.75% (the “2013 Notes”). The 2011 Notes and the 2013 Notes are convertible, subject to certain conditions, into the Company’s common stock at a conversion price of approximately $40.38 per share. The 2011 Notes and the 2013 Notes are convertible, at the option of the holder, prior to June 30, 2011 in the case of the 2011 Notes, and prior to June 30, 2013 in the case of the 2013 Notes, upon the occurrence of specified events, including, but not limited to a change in control, or if the closing sale price of the Company’s common stock for at least 20 trading days in the period of the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is more than 120% of the applicable conversion price in effect for

Table of Contents

the notes on the last trading day of the immediately preceding quarter. In the event that all or substantially all of the Company’s common stock is acquired on or prior to the maturity of the 2011 Notes or the 2013 Notes, in a transaction in which the consideration paid to holders of the Company’s common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of additional shares of common stock to the holders of the 2011 Notes and the 2013 Notes, collectively, in aggregate value ranging from $0 to approximately $57.2 million depending upon the date of the transaction and the then current stock price of the Company. No additional payments are due at stock prices in excess of $100 per share. As of June 30, 2011, with respect to the 2011 Notes, and as of June 30, 2013, with respect to the 2013 Notes, holders shall have the right to convert all or any portion of such security. Neither the 2011 Notes nor the 2013 Notes may be redeemed by the Company prior to maturity. The holders may require the Company to repurchase the 2011 Notes and the 2013 Notes for cash in certain circumstances. Interest on the 2011 Notes and the 2013 Notes is payable on March 30 and September 30 of each year.

In 2006, the Company entered into hedge transactions relating to potential dilution of the Company’s common stock upon conversion of the 2011 Notes and the 2013 Notes (the “Conversion Spread Hedges”). Under the Conversion Spread Hedges, the Company is entitled to purchase from Goldman Sachs and Merrill Lynch approximately 8.5 million shares of the Company’s common stock (the number of shares underlying the 2011 Notes and the 2013 Notes) at a strike price of $40.38 per share (subject to adjustment in certain circumstances) in 2011and 2013, and the counterparties are entitled to purchase from the Company approximately 8.5 million shares of the Company’s common stock at a strike price of $50.47 per share (subject to adjustment in certain circumstances) in 2011 and 2013. The Conversion Spread Hedges increase the effective conversion price of the 2011 Notes and the 2013 Notes to $50.47 per share from the Company’s perspective and are designed to reduce the potential dilution upon conversion of the 2011 Notes and the 2013 Notes. If the market value per share of the Company’s common stock at maturity is above $40.38, the Conversion Spread Hedge will entitle the Company to receive from the counterparties net shares of the Company’s common stock based on the excess of the then current market price of the Company’s common stock over the strike price of the hedge (up to $50.47). Holders of the 2011 Notes and the 2013 Notes do not have any rights with respect to the Conversion Spread Hedges. The Conversion Spread Hedges are separate transactions entered into by the Company with the counterparties, are not part of the terms of the Notes and will not affect the holders’ rights under the 2011 Notes and the 2013 Notes. The Conversion Spread Hedges are exercisable at dates coinciding with the scheduled maturities of the 2011 Notes and 2013 Notes.

The $100 million aggregate principal amount of Convertible Senior Notes due January 15, 2025, with an interest rate of 2.25% (the “2.25% Notes”) are convertible, subject to certain conditions, into the Company’s common stock at a conversion price of approximately $37.95 per share. The 2.25% Notes will be convertible if, on or prior to January 15, 2020, the closing sale price of our common stock for at least 20 consecutive trading days in the period of 30 consecutive trading days ending on the first day of a conversion period is more than 120% of the then current conversion price of the 2.25% Notes. The 2.25% Notes are also convertible in certain other circumstances, such as a change in control of the Company. In the event that all or substantially all of the Company’s common stock is acquired on or prior to January 15, 2010, in a transaction in which the consideration paid to holders of the Company’s common stock consists of all or substantially all cash, the Company would be required to make additional payments in the form of common shares to the holders of the 2.25% Notes of amounts ranging from $0 to $11.5 million depending upon the date of the transaction and the then current stock price of the Company. Based on the stock price at September 30, 2008, the Company would be required to make $1.5 million in additional payments. In addition, the 2.25% Notes will be redeemable at the Company’s option beginning January 20, 2010, and the holders may require the Company to repurchase the 2.25% Notes on January 15, 2010, 2015 or 2020, or in certain other circumstances. Interest on the 2.25% Notes is payable on January 15 and July 15 of each year.

10. TREASURY STOCK

In the fourth quarter of 2005, the Company’s Board of Directors authorized the repurchase of up to $50 million of the Company’s common stock from time to time in the open market or in privately negotiated transactions. In addition, in the third quarter 2006, the Company’s Board of Directors authorized the repurchase of up to an additional $150 million of the Company’s common stock with a portion of the proceeds from the issuance of the 2011 Notes and the 2013 Notes. As of September 30, 2008, $65.3 million of the Company’s common stock remains eligible for purchase under these authorizations. The Company’s Board of Directors has also given the Company the general authorization to repurchase shares of its common stock to satisfy employee withholding tax obligations related to stock-based compensation.

Under these programs, the Company repurchased 36,439 and 38,942 shares at an aggregate cost of $4.3 million and $2.2 million in the nine months ended September 30, 2008 and 2007, respectively, to satisfy employee withholding taxes related to stock-based compensation.

Table of Contents

The Company may make additional repurchases of shares under its stock repurchase program, depending on prevailing market conditions, alternate uses of capital and other factors. Whether and when to initiate and/or complete any purchase of common stock and the amount of common stock purchased will be determined in the Company’s complete discretion. As of September 30, 2008, there were approximately 6.7 million shares of the Company’s common stock held in treasury.

11. REDEEMABLE PREFERRED STOCK

In January 2007, Delta Airlines, Inc. exercised warrants to purchase 756,199 shares of the Company’s common stock by surrendering 13,470 shares of Series B Preferred Stock, representing all of the remaining outstanding shares of Series B Preferred Stock. In the three months ended March 31, 2007, the Company issued a final pro-rated dividend to Delta Airlines, Inc. in the amount of 34,874 shares of common stock, resulting in a non-cash dividend charge of $1.6 million. The exercise of the warrant was a non-cash transaction.

12. INCOME TAXES

Income tax expense includes U.S. federal and state and international income taxes, determined using an estimate of the Company’s annual effective tax rate. A deferred tax liability is recognized for all taxable temporary differences, and a deferred tax asset is recognized for all deductible temporary differences and operating loss and tax credit carryforwards. A valuation allowance is recognized if it is more likely than not that some portion of the deferred tax asset will not be realized.

The Company recognizes income tax expense related to income generated outside of the United States based upon the applicable tax rates of the foreign countries in which the income is generated. During the three and nine months ended September 30, 2008 and 2007, the substantial majority of the Company’s foreign-sourced income has been generated in the Netherlands and the United Kingdom. Income tax expense for the three and nine months ended September 30, 2008 and 2007 differs from the expected tax expense at the U.S. statutory rate of 35% primarily due to lower foreign tax rates and the foreign tax benefit of interest expense on intercompany debt, partially offset by state income taxes and certain non-deductible stock-based compensation expense, and for the three and nine months ended September 30, 2007, a non-cash tax benefit of $47.9 million, as discussed more fully below.

The Company has significant deferred tax assets, resulting principally from domestic net operating loss carryforwards (“NOLs”). As required by SFAS No. 109, “Accounting for Income Taxes,” the Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of these deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. The Company considers many factors when assessing the likelihood of future realization of the deferred tax assets, including its recent cumulative earnings experience by taxing jurisdiction, expectations of future income, the carryforward periods available for tax reporting purposes, and other relevant factors. In the three months ended September 30, 2007, management concluded that based upon recent operating results and projected future results, it was more likely than not that additional deferred tax assets would be realized. Accordingly, the Company recorded a non-cash tax benefit of $47.9 million in the three months ended September 30, 2007, resulting from the reversal of a portion of its valuation allowance on its deferred tax assets. Despite robust growth in the Company’s domestic earnings during 2008, the valuation allowance has not been reduced due to inherent uncertainty regarding the potential impact of the current global financial crisis and economic downturn on the Company’s future operating results. The valuation allowance may need to be adjusted in the future if facts and circumstances change, causing a reassessment of the amount of deferred tax assets more likely than not to be realized.

Section 382 imposes limitations on the availability of a company’s net operating losses after a more than 50 percentage point ownership change occurs. The Section 382 limitation is based upon certain conclusions pertaining to the dates of ownership changes and the value of the Company on the dates of the ownership changes. As a result of a study, it was determined that ownership changes, as defined in Section 382, occurred in 2000 and 2002. The amount of the Company’s net operating losses incurred prior to each ownership change is limited based on the value of the Company on the respective dates of ownership change. It is estimated that the effect of Section 382 will generally limit the total cumulative amount of net operating loss available to offset future taxable income to approximately $1.6 billion. Pursuant to Section 382, subsequent ownership changes could further limit this amount.

Table of Contents

13. MINORITY INTEREST

In connection with the Company’s acquisitions of Booking.com B.V. in July 2005 and Booking.com Limited in September 2004 and the reorganization of its European operations, key managers of Booking.com B.V. and Booking.com Limited purchased shares of priceline.com International. In addition, these key managers were granted restricted stock and restricted stock units in priceline.com International shares that vested over time.

The holders of the minority interest in priceline.com International had the right to put their shares to the Company and the Company had the right to call their shares at a purchase price reflecting the fair market value of the shares at the time of the exercise of the put or call right. Subject to certain exceptions, the shares were subject to the put and call options in March and August 2008. In April 2008, in connection with the March 2008 put and call options, the Company repurchased 62,020 shares underlying minority interest with a carrying value of $3.6 million for an aggregate purchase price of approximately $30.4 million based upon fair value. In September 2008, in connection with the August 2008 put and call options, the Company repurchased all of the remaining outstanding 253,693 shares underlying minority interest with a carrying value of $17.4 million for an aggregate purchase price of approximately $123.2 million based upon fair value. As a result of the September 2008 purchase, there is no longer any minority interest in priceline.com International. The purchases have been accounted for as step acquisitions and accordingly, the excess of the purchase price over the carrying value is recorded as an increase of intangible assets, deferred taxes and goodwill based upon preliminary estimated values.

14. COMMITMENTS AND CONTINGENCIES

Litigation Related to Hotel Occupancy and Other Taxes

Statewide Class Actions and Putative Class Actions

A number of cities and counties have filed class actions or putative class actions on behalf of themselves and other allegedly similarly situated cities and counties within the same respective state against the Company and other defendants, including, but not in all cases, Lowestfare.com LLC and Travelweb LLC, both of which are subsidiaries of the Company, and Hotels.com, L.P.; Hotels.com GP, LLC; Hotwire, Inc.; Cheaptickets, Inc.; Travelport, Inc. (f/k/a Cendant Travel Distribution Services Group, Inc.); Expedia, Inc.; Internetwork Publishing Corp. (d/b/a Lodging.com); Maupintour Holding LLC; Orbitz, Inc.; Orbitz, LLC; Site59.com, LLC; Travelocity.com, Inc.; Travelocity.com LP; and Travelnow.com, Inc. Each complaint alleges, among other things, that the defendants violated each jurisdiction’s respective hotel occupancy tax ordinance with respect to the charges and remittance of amounts to cover taxes under each ordinance. Each complaint typically seeks compensatory damages, disgorgement, penalties available by law, attorneys’ fees and other relief. Such actions include:

· City of Los Angeles v. Hotels.com, Inc., et al.

· City of Rome, Georgia, et al. v. Hotels.com, L.P., et al.

· Pitt County v. Hotels.com, L.P., et al.

· City of San Antonio, Texas v. Hotels.com, L.P., et al.

· Lake County Convention and Visitors Bureau, Inc. and Marshall County v. Hotels.com, L.P., et al.

· Louisville/Jefferson County Metro Government v. Hotels.com, L.P., et al.

· County of Nassau, New York v. Hotels.com, LP, et al.

· City of Fayetteville v. Hotels.com, L.P., et al.

· City of Jefferson, Missouri v. Hotels.com, LP, et al.

· City of Gallup, New Mexico v. Hotels.com, L.P., et al.

· City of Jacksonville v. Hotels.com, L.P., et al.

· The City of Goodlettsville, Tennessee, et al. v. priceline.com Incorporated, et al.

· The Township of Lyndhurst, New Jersey v. priceline.com Incorporated, et al.

A discussion of each of the legal proceedings listed above can be found in the section titled “Legal Proceedings” of our Annual Report on Form 10-K for the year ended December 31, 2007 and/or in the section titled “Commitments and Contingencies” of our Quarterly Reports on Form 10-Q for the three months ended March 31, 2008 and June 30, 2008.

The following developments regarding such legal proceedings occurred during or after the quarter ended September 30, 2008:

Table of Contents

City of San Antonio, Texas v. Hotels.com, L.P., et al.: On July 3, 2008, the United States Court of Appeals for the Fifth Circuit denied the defendants’ petition for interlocutory review of the class certification decision. On August 12, 2008, the court granted plaintiff’s motion for leave to amend its complaint to add equitable claims of unjust enrichment, money had and received, and for a constructive trust. Plaintiff amended its complaint on August 13, 2008 and the defendants answered the amended complaint on August 27, 2008. The parties are presently conducting discovery.

Lake County Convention and Visitors Bureau, Inc. and Marshall County v. Hotels.com, L.P., et al.: On July 14, 2008, the court denied the defendants’ motion to dismiss the complaint. On July 28, 2008, the defendants answered the complaint. The parties are presently conducting discovery.

Louisville/Jefferson County Metro Government, et al. v. Hotels.com, L.P., et al.: On September 30, 2008, the court granted the defendants’ motion for reconsideration of its prior order denying the defendants’ motion to dismiss the claims brought by the Louisville/Jefferson County Metro Government, and dismissed all of that plaintiff’s claims. The court also granted the defendants’ motion to dismiss the claims brought by the Lexington-Fayette Urban County Government. The court dismissed all claims against the defendants with prejudice. Both plaintiffs have filed notices of appeal to the U.S. Court of Appeals for the Sixth Circuit.

City of Fayetteville v. Hotels.com, L.P., et al.: On June 30, 2008, the court issued a letter opinion indicating it would grant the defendants’ motion to dismiss the complaint. On July 25, 2008, the court issued an order dismissing the complaint.

City of Jefferson, Missouri v. Hotels.com, LP, et al.: On July 21, 2008, the defendants answered the complaint.

City of Jacksonville v. Hotels.com, L.P., et al.: On July 1, 2008, the City of Jacksonville filed a first amended complaint. The proposed first amended complaint asserts only a declaratory judgment claim related to the defendants’ alleged liability for tourist development taxes and/or convention development taxes. On July 15, 2008, the defendants moved to dismiss and to strike the amended complaint. On July 30, 2008, the plaintiff filed a motion to amend its complaint. Those motions are pending.

The City of Goodlettsville, Tennessee, et al. v. priceline.com Incorporated, et al.: On August 7, 2008, the defendants moved to dismiss the complaint. That motion is pending. On Oct. 2, 2008, the City of Brentwood, Tennessee voluntarily dismissed its claims, and the case will proceed with the City of Goodlettsville as the sole plaintiff.

The Township of Lyndhurst, New Jersey v. priceline.com Incorporated, et al.: On August 19, 2008, the defendants moved to dismiss the complaint. That motion is pending.

The Company intends to defend vigorously against the claims in all of the proceedings described above.

Actions Filed on Behalf of Individual Cities and Counties

Several cities, counties, municipalities and other political subdivisions across the country have filed actions relating to the collection of hotel occupancy taxes against the Company and other defendants, including, but not in all cases, Lowestfare.com LLC and Travelweb LLC, both of which are subsidiaries of the Company, and Hotels.com, L.P.; Hotels.com GP, LLC; Hotwire, Inc.; Cheaptickets, Inc.; Cendant Travel Distribution Services Group, Inc.; Expedia, Inc.; Internetwork Publishing Corp. (d/b/a Lodging.com); Maupintour Holding LLC; Orbitz, Inc.; Orbitz, LLC; Site59.com, LLC; Travelocity.com, Inc.; Travelocity.com LP; and Travelnow.com, Inc. In each, the complaint alleges, among other things, that each of these defendants violated each jurisdiction’s respective hotel occupancy tax ordinance with respect to the charges and remittance of amounts to cover taxes under each ordinance. Each complaint typically seeks compensatory damages, disgorgement, penalties available by law, attorneys’ fees and other relief. Such actions include:

· City of Fairview Heights v. Orbitz, Inc., et al.

· City of Findlay v. Hotels.com, L.P., et al.

· City of Chicago, Illinois v. Hotels.com, L.P., et al.

· City of San Diego, California v. Hotels.com L.P., et al.

· City of Atlanta, Georgia v. Hotels.com L.P., et al.

· City of Charleston, South Carolina v. Hotel.com, et al.

· Town of Mount Pleasant, South Carolina v. Hotels.com, et al.

· City of Columbus, et al. v. Hotels.com, L.P., et al.

Table of Contents

· City of North Myrtle Beach, South Carolina v. Hotels.com, LP, et al.

· Wake County v. Hotels.com, LP, et al.

· City of Branson v. Hotels.com, LP, et al.

· Dare County v. Hotels.com, LP, et al.

· Buncombe County v. Hotels.com, LP, et al.

· Horry County, et al. v. Hotels.com, LP, et al.

· City of Myrtle Beach, South Carolina v. Hotels.com, LP, et al.

· City of Houston, Texas v. Hotels.com, LP, et al.

· City of Oakland, California v. Hotels.com, L.P., et al.

· Mecklenburg County v. Hotels.com, LP, et al.

The following developments regarding such legal proceedings occurred during or after the quarter ended September 30, 2008:

City of Atlanta, Georgia v. Hotels.com L.P., et al.: On September 8, 2008, the Georgia Supreme Court heard the plaintiff’s appeal from the October 26, 2007 decision of the Georgia Court of Appeals affirming the dismissal of this action.

City of North Myrtle Beach, South Carolina v. Hotels.com, LP, et al.: On August 1, 2008, the plaintiff filed an amended complaint asserting claims arising under the South Carolina Unfair Trade Practices Act. On August 15, 2008, the defendants answered the amended complaint. The parties are currently conducting discovery.

Horry County, et al. v. Hotels.com, LP, et al.: On August 14, 2008, the defendants moved to dismiss the plaintiff’s declaratory judgment claims, and that motion was denied on September 17, 2008. The parties are presently conducting discovery.

City of Myrtle Beach, South Carolina v. Hotels.com, LP, et al.: On August 14, 2008, the defendants moved to dismiss the plaintiff’s declaratory judgment claims, and that motion was denied on September 17, 2008. The parties are presently conducting discovery.

City of Oakland, California v. Hotels.com, L.P., et al.: The plaintiff’s appeal to the U.S. Court of Appeals for the Ninth Circuit remains pending. On July 16, 2008, the Company and Lowestfare.com LLC received audit notices from the City. On August 4, 2008, the Company and Lowestfare.com LLC responded and requested a hearing before the City’s Business Tax Board of Review. That hearing request remains pending.

We have also been informed by counsel to the plaintiffs in certain of the aforementioned actions that various, undisclosed municipalities or taxing jurisdictions may file additional cases against the Company, Lowestfare.com LLC and Travelweb LLC in the future. Some municipalities or taxing jurisdictions have sent the Company and/or its subsidiaries tax notices or demands, including Brunswick County and Stanly County, North Carolina; Jefferson County, Arkansas; City of North Little Rock, Arkansas; and the Pine Bluff Advertising and Promotion Commission.

The Company intends to defend vigorously against the claims in all of the proceedings described above.

Consumer Class Actions

Two purported class actions brought by consumers against the Company were pending during the three months ended September 30, 2008.

· Marshall, et al. v. priceline.com, Inc.

· Bush, et al. v. Cheaptickets, Inc., et al.

Table of Contents

The following developments regarding such legal proceedings occurred during or after the quarter ended September 30, 2008:

Marshall, et al. v. priceline.com, Inc.: On August 28, 2008, the court granted plaintiffs’ motion for leave to amend their complaint to assert additional claims for breach of contract and the implied duty of good faith and fair dealing alleging that the Company included a hidden fee within its room rate charge. The plaintiffs filed their second amended complaint on September 12, 2008, and the Company answered that complaint on September 26, 2008. The parties are presently conducting discovery.

Bush, et al. v. Cheaptickets, Inc., et al.: On July 11, 2008, the plaintiffs proposed a draft second amended complaint that withdraws claims against certain defendants, including the Company, but not others. The Company has not opposed the proposed amendments. This action was dismissed against the Company without prejudice on August 6, 2008.

The Company intends to defend vigorously against the claims in all of the proceedings described above.

Administrative Proceedings and Other Possible Actions

At various times the Company has also received inquiries or proposed tax assessments from municipalities and other taxing jurisdictions relating to its charges and remittance of amounts to cover state and local hotel occupancy and other related taxes. The City of Philadelphia, Pennsylvania; Miami-Dade County, Florida; Broward County, Florida; Suffolk County, New York; the City of Anaheim, California; the City of Phoenix, Arizona; the City of San Francisco, California; and state tax officials from Wisconsin, Pennsylvania, Hawaii and Indiana, among others, have begun formal or informal administrative procedures or stated that they may assert claims against the Company relating to allegedly unpaid state or local hotel occupancy or related taxes. Broward County, Florida, the City of Anaheim, California and the City of San Francisco, California have each issued assessments from which the Company has appealed or intends to appeal. Those administrative appeals are pending. The Company is unable at this time to predict whether any such proceedings or assessments will result in litigation.

Litigation Related to Securities Matters

On March 16, March 26, April 27, and June 5, 2001, respectively, four putative class action complaints were filed in the U.S. District Court for the Southern District of New York naming priceline.com, Inc., Richard S. Braddock, Jay Walker, Paul Francis, Morgan Stanley Dean Witter & Co., Merrill Lynch, Pierce, Fenner & Smith, Inc., BancBoston Robertson Stephens, Inc. and Salomon Smith Barney, Inc. as defendants (01 Civ. 2261, 01 Civ. 2576, 01 Civ. 3590 and 01 Civ. 4956). Shives et al. v. Bank of America Securities LLC et al., 01 Civ. 4956, also names other defendants and states claims unrelated to the Company. The complaints allege, among other things, that priceline.com and the individual defendants violated the federal securities laws by issuing and selling priceline.com common stock in priceline.com’s March 1999 initial public offering without disclosing to investors that some of the underwriters in the offering, including the lead underwriters, had allegedly solicited and received excessive and undisclosed commissions from certain investors. By Orders of Judge Mukasey and Judge Scheindlin dated August 8, 2001, these cases were consolidated for pre-trial purposes with hundreds of other cases, which contain allegations concerning the allocation of shares in the initial public offerings of companies other than priceline.com, Inc. By Order of Judge Scheindlin dated August 14, 2001, the following cases were consolidated for all purposes: 01 Civ. 2261; 01 Civ. 2576; and 01 Civ. 3590. On April 19, 2002, plaintiffs filed a Consolidated Amended Class Action Complaint in these cases. This Consolidated Amended Class Action Complaint makes similar allegations to those described above but with respect to both the Company’s March 1999 initial public offering and the Company’s August 1999 second public offering of common stock. The named defendants are priceline.com, Inc., Richard S. Braddock, Jay S. Walker, Paul E. Francis, Nancy B. Peretsman, Timothy G. Brier, Morgan Stanley Dean Witter & Co., Goldman Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith, Inc., Robertson Stephens, Inc. (as successor-in-interest to BancBoston), Credit Suisse First Boston Corp. (as successor-in-interest to Donaldson Lufkin & Jenrette Securities Corp.), Allen & Co., Inc. and Salomon Smith Barney, Inc. Priceline.com, Richard Braddock, Jay Walker, Paul Francis, Nancy Peretsman, and Timothy Brier, together with other issuer defendants in the consolidated litigation, filed a joint motion to dismiss on July 15, 2002. On November 18, 2002, the cases against the individual defendants were dismissed without prejudice and without costs. In addition, counsel for plaintiffs and the individual defendants executed Reservation of Rights and Tolling Agreements, which toll the statutes of limitations on plaintiffs’ claims against those individuals. On February 19, 2003, Judge Scheindlin issued an Opinion and Order granting in part and denying in part the issuer’s motion. None of the claims against the Company were dismissed. On June 26, 2003, counsel for the plaintiff class announced that they and counsel for the issuers had agreed to the form of a Memorandum of Understanding (the “Memorandum”) to settle claims against the issuers. The terms of that Memorandum provide that class members will be guaranteed $1 billion in recoveries by the insurers of the issuers and that settling issuer defendants will assign to the class members certain claims that they may have against the underwriters. Issuers also agree to limit their abilities to bring certain claims against the underwriters. If recoveries in excess of $1 billion are

Table of Contents

obtained by the class from any non-settling defendants, the settling defendants’ monetary obligations to the class plaintiffs will be satisfied; any amount recovered from the underwriters that is less than $1 billion will be paid by the insurers on behalf of the issuers. The Memorandum, which is subject to the approval of each issuer, was approved by a special committee of the priceline.com Board of Directors on Thursday, July 3, 2003. Thereafter, counsel for the plaintiff class and counsel for the issuers agreed to the form of a Stipulation and Agreement of Settlement with Defendant Issuers and Individuals (“Settlement Agreement”). The Settlement Agreement implements the Memorandum and contains the same material provisions. On June 11, 2004, a special committee of the priceline.com Board of Directors authorized the Company’s counsel to execute the Settlement Agreement on behalf of the Company. The Settlement Agreement was submitted to the Court for approval. Subsequently, the Second Circuit reversed the District Court’s granting of class certification in certain of the related class actions. As a result, the parties entered into a stipulation and order dated June 25, 2007 which terminated the Settlement Agreement. The Company intends to vigorously defend against the claims in all of these proceedings.

On May 3, 2007, the Company entered into a Stipulation and Agreement of Settlement (“Settlement Agreement”) to settle a class action lawsuit brought after its announcement that third quarter 2000 revenues would not meet expectations. Under the terms of the Settlement Agreement, the class received $80 million in return for a release, with prejudice, of all claims against the Company and the individual defendants (the “Settling Defendants”) that are related to the purchase of the Company’s securities by class members during the class period. The Company’s insurance carriers funded $30 million of the settlement. As a result, the Company recorded a net charge in the six months ended June 30, 2007 of approximately $55.2 million representing its share of the cost to settle the litigation and cover related expenses.

The Company intends to defend vigorously against the claims in all of the proceedings described in this Note 14. The Company has accrued for certain legal contingencies where it is probable that a loss has been incurred and the amount can be reasonably estimated. Except as disclosed, such amounts accrued are not material to the Company’s consolidated balance sheets and provisions recorded have not been material to the consolidated results of operations. The Company is unable to estimate the potential maximum range of loss.

From time to time, we have been and expect to continue to be subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of third party intellectual property rights. Such claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources, divert management’s attention from our business objectives and could adversely affect our business, results of operations, financial condition and cash flows.

Other Matters

On January 6, 1999, we received notice that a third party patent applicant and patent attorney, Thomas G. Woolston, purportedly had filed in December 1998 with the United States Patent and Trademark Office a request to declare an interference between a patent application filed by Woolston and our U.S. Patent 5,794,207. We are currently awaiting information from the Patent Office regarding whether it will initiate an interference proceeding.

Airline Excise Tax Refund

The online travel industry received guidance in the fourth quarter of 2006 in the form of a ruling from the Internal Revenue Service that the revenue earned by online intermediaries in connection with the facilitation of the purchase of airline tickets is not subject to Federal Excise Tax. Due to the prior lack of clear guidance related to the application of federal excise taxes to amounts earned by online travel intermediaries, the Company historically remitted such taxes on the amounts it earned for facilitating the purchase of airline tickets. The tax at issue was on the amounts earned by the Company and was not added to the ticket price paid by its customers. Accordingly, the Company sought refunds of the taxes it paid while the on-line travel industry pursued clarification on the issue. The Company recorded refunds received in the amount of $18.6 million in revenue, plus $3.3 million of interest income during the nine months ended September 30, 2007.

Contingent Purchase Price

On November 6, 2007, the Company and a newly-formed, indirect wholly-owned subsidiary of the Company, acquired 100% of the total issued share capital of Agoda Company, Ltd. (“Agoda”) and AGIP LLC (“AGIP,” and together with Agoda, the “Agoda Companies”). The purchase price for the acquisition, including acquisition costs, consists of an initial purchase price payable by the Company in cash of approximately $16 million and up to an additional $141.6 million in cash, which is payable by the Company if the Agoda Companies achieve the maximum “gross bookings” and earnings targets from January 1, 2008 through December 31, 2010.

On December 21, 2007, the Company acquired 100% of the total issued share capital of an online advertising

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our financial statements, including the notes to those statements, included elsewhere in this Form 10-Q, and the Section entitled “Special Note Regarding Forward Looking Statements” in this Form 10-Q. As discussed in more detail in the Section entitled “Special Note Regarding Forward Looking Statements,” this discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause those differences include, but are not limited to, those discussed in “Risk Factors.”

Overview

General. We are a leading online travel company that offers our customers a broad range of travel services, including hotel rooms, car rentals, airline tickets, vacation packages, cruises and destination services. In the United States, we offer our customers a unique choice: the ability to purchase travel services in a traditional, price-disclosed manner or the opportunity to use our unique Name Your Own Price^® service, which allows our customers to make offers for travel services at discounted prices. Internationally, we offer our customers hotel room reservations in 60 countries and 22 languages.

We launched our business in the United States in 1998 under the priceline.com brand and have since expanded our operations to include, among others, the brands Booking.com and Active Hotels in Europe and Agoda in Asia. Our principal goal is to be the leading worldwide online hotel reservation service. At present, we derive substantially all of our revenues from the following sources:

· Transaction revenues from our Name Your Own Price^® hotel room, rental car services and airline ticket, as well as our vacation packages service;

· Commissions earned from the sale of price-disclosed hotel rooms, rental cars, cruises and other travel services;

· Customer processing fees charged in connection with the sale of both Name Your Own Price^® and price-disclosed hotel rooms and Name Your Own Price^® airline tickets and rental cars services. We eliminated processing fees for our price-disclosed airline ticket service in June 2007;

· Transaction revenue from our price-disclosed merchant hotel room service;

· Global distribution system (“GDS”) reservation booking fees related to both our Name Your Own Price^® airline ticket, hotel room and rental car services, and price-disclosed airline tickets and rental car services; and

· Other revenues derived primarily from selling advertising on our websites.

Over the last several years, our business has transitioned from one driven primarily by domestic results to one driven primarily by international results. Prior to 2004, substantially all of our revenues were generated within the United States. In September 2004, we acquired Booking.com Limited, a U.K.-based online hotel service, in July 2005, we acquired Booking.com B.V., a Netherlands-based online hotel service, and in November 2007, we acquired Agoda Company, Ltd. (“Agoda”) and AGIP LLC (“AGIP,” and together with Agoda, the “Agoda Companies”), an online hotel service with operations in Singapore and Thailand. During each of the three and nine month periods ended September 30, 2008, our international business – the significant majority of which is currently generated by our European operations – represented approximately 60% of our gross bookings (an operating and statistical metric referring to the total dollar value, inclusive of all taxes and fees, of all travel services purchased by our customers), and contributed more than two-thirds of our consolidated operating income. Given that our international business is primarily comprised of hotel reservation services, revenue earned in connection with the reservation of hotel room nights has come to represent a substantial majority of our gross profit.

Economic turmoil in the United States and Europe is negatively affecting the broad travel market and, as a result, our business. Most recently, global economic and financial market conditions have worsened markedly, creating uncertainty for consumers and pressuring consumer spending on travel. For example, we have recently observed decreases in occupancy rates (a common metric that measures hotel customer usage) and average daily rates (“ADRs”) in both the United States and Europe. We believe that the positive trends impacting our domestic and international business overshadowed these negative influences in the first nine months of 2008. However, market conditions have worsened significantly recently, with particular deterioration in September that continued into early November. We

Table of Contents

believe macro economic turmoil and these weakening travel market trends, including, without limitation, decreased consumer demand, further deterioration in ADRs and increases in cancellations, have had a negative impact on our business, particularly in Europe and will continue to have a negative impact in the near term. We cannot predict the magnitude or duration of this downturn, but our current limited visibility does not suggest any near-term improvement.

The hotel market has, until recently, been characterized by robust demand and limited supply, leading to increased occupancy rates, and in turn, increased ADRs. However, the hotel industry has recently experienced a general decrease in occupancy rates, and we have experienced slowing demand growth, an increase in reservation cancellation rates and declining ADRs – trends in which we do not anticipate any near-term improvement. While lower occupancy rates have historically resulted in hotel suppliers increasing their distribution of hotel rooms through third-party intermediaries such as us, our remuneration for hotel transactions changes proportionately with room price, and therefore, lower ADRs generally have a negative effect on our hotel business and a negative effect on our gross profit.

We believe the current worldwide economic downturn and lower ADRs are also responsible for the increase in the number of hotel cancellations, particularly at our international operations. Our international operations distribute hotel rooms primarily through an agency model where reservations are generally cancellable, as opposed to merchant models operated by us (principally in the U.S.) and our competition and through which reservations are generally not cancellable without penalty. As ADRs decline, customers who have existing reservations may cancel those reservations and rebook at a lower rate, and in times of economic stress, travelers are more likely to cancel their vacation plans outright. While decreasing ADRs and an uncertain economic environment make it relatively more attractive for consumers to make a cancellable agency reservation than a pre-paid reservation, our agency business will likely have higher cancellation rates compared to companies who offer predominantly merchant model hotel rooms.

International Trends. The size of the travel market outside of the United States is substantially greater than that within the United States. Historically, Internet adoption rates and e-commerce adoption rates of international consumers have trailed those of the United States. However, international consumers are rapidly moving to online means for purchasing travel. Accordingly, recent international online travel growth rates have substantially exceeded and are expected to continue to exceed the growth rates within the United States. In addition, the base of hotel suppliers in Europe is particularly fragmented compared to that in the United States, where the hotel market is dominated by large hotel chains. We believe online reservation systems like ours may be more appealing to small chains and independent hotels more commonly found outside of the United States. We believe these trends have enabled us to become the top online hotel service provider in Europe, and will allow us to successfully expand our service offerings internationally beyond Europe.

As our international operations have become significant contributors to our results and international hotel bookings have become of increased importance to our earnings, we have seen, and expect to continue to see, changes in certain of our operating expenses and other financial metrics. For example, because our international operations utilize online affiliate and search marketing as the principal means of generating traffic to their websites, our online advertising expense has increased significantly since our acquisition of those companies, a trend we expect to continue through the remainder of 2008 and beyond. In addition, and as discussed in more detail below, since the acquisitions of Booking.com Limited and Booking.com B.V., we have seen the effects of seasonal fluctuations on our operating results change as a result of different revenue recognition policies that apply to our price-disclosed services (including our international hotel service) as compared to our Name Your Own Price^® services.

Another impact of the growing importance that our international operations represent to our business is our increased exposure to foreign currency exchange risk. Because we are conducting a significant and growing portion of our business outside the United States and are reporting our results in U.S. dollars, we face exposure to adverse movements in currency exchange rates as the financial results of our international operations are translated from local currency (principally the Euro and the British Pound Sterling) into U.S. dollars upon consolidation. Our international operations contributed approximately $223.7 million and $492.3 million to our revenues for the three and nine months ended September 30, 2008, respectively, which compares to $131.8 million and $270.1 million for the same periods in 2007, respectively. Approximately $8.6 million and $31.8 million, respectively, of this increase is due to fluctuations in currency exchange rates. As a result, our year-over-year revenue growth in the three and nine months ended September 30, 2008, was approximately 63.2% and 70.5%, respectively, on a local currency basis compared to approximately 69.7% and 82.3%, respectively, after giving effect to currency fluctuations. The U.S. dollar has generally weakened since we acquired Booking.com B.V. in July 2005, and as a result, the year over year growth rates in our international results, when reported in U.S. dollars, have been positively impacted by changes in foreign exchange rates. However, the U.S. dollar has recently strengthened significantly against the Euro and the British Pound Sterling, which results in decreased net assets, revenues, operating expenses, and net income, and in October 2008, for the first time since our acquisition of Booking.com B.V., the foreign exchange impact was negative rather than positive. Accordingly, it will become increasingly difficult for us to grow our gross bookings, revenues and earnings on a dollar-denominated basis during the fourth quarter of 2008 and beyond. If the U.S. dollar weakens against the local currency, the translation of our foreign-currency-denominated balances will result in increased net assets, gross bookings, revenues, operating expenses, and net income. The impact of short-term currency fluctuations on our income for the three months ended September 30, 2008, was minimized by certain derivatives we held. These derivatives expire on December 31, 2008, and we have no foreign exchange hedges currently in place past that date. Furthermore, our derivative instruments do not hedge against fluctuation in our gross bookings.

Table of Contents

Domestic Trends. While demand for online travel services continues to experience annualized growth, we believe that the domestic market share of third-party distributors, like priceline.com, has declined over the recent past and that the growth of the domestic online market for travel services has slowed. We believe the decline in market share is attributable, in part, to a concerted initiative by travel suppliers to direct customers to their own websites in an effort to reduce distribution expenses and establish more direct control over their pricing.

In addition, airlines have generally experienced year-over-year increases in load factors (a common metric that measures airplane customer usage), which leaves them with less excess supply to provide third party intermediaries like priceline.com. Recent decreases in domestic airline capacity and the emerging prospect of industry consolidation, as evidenced by the recent merger agreement between Delta Air Lines and Northwest Airlines, could further reduce the amount of airline tickets available to us. In addition, major airline carriers began significant reductions in U.S. capacity in September 2008. These reductions are expected to result in increased fares and lower traveler demand. Higher fares and lower traveler demand could negatively impact our domestic air business, which could in turn negatively impact our domestic hotel and rental car businesses. In addition, current domestic economic conditions are partially responsible for a change in the arrangements between rental car companies and automobile manufacturers. Where manufacturers have historically supplied cars to rental car companies under a lease or another arrangement whereby the manufacturer would buy the car back when it is taken out of the fleet, manufacturers have begun to require the rental car companies purchase the cars for their fleets, which shifts the burden of risk of selling the car to the rental car company. Because of the recent economic turmoil, rental car companies have struggled to sell such cars, and as a result, they are faced with excess supply. This, along with an intensely competitive environment, leads to lower retail rental car rates, which in turn, are beneficial to our retail rental car business, but detrimental to our Name Your Own Price® business. Notwithstanding these trends, we continue to believe that the market for domestic online travel services is an attractive market with continued opportunity for growth.

We also rely on fees paid to us by global distribution systems, or GDSs, for travel bookings made through GDSs for a portion of our gross profit and operating income. Connectivity to a GDS does not guarantee us access to the content of a travel supplier such as an airline or hotel company. We have agreements with a number of suppliers to obtain access to content, and are in continuing discussions with others to obtain similar access. If we were denied access to a suppliers’ full content or had to incur service fees in order to access or book such content, our results could suffer.

We believe that our success will depend in large part on our ability to maintain profitability, primarily from our hotel business, to continue to promote the priceline.com brand in the United States, the Booking.com brand internationally, the Agoda brand in Asia and, over time, to offer other travel services and further expand into other international markets. Factors beyond our control, such as terrorist attacks, political instability, regional hostilities, increases in fuel prices, global economic slowdown, imposition of taxes or surcharges by regulatory authorities, travel related accidents, travel related health concerns, unusual weather patterns, including natural disasters such as hurricanes, tsunamis or earthquakes; or the withdrawal from our system of a major hotel supplier or airline, could adversely affect our business and results of operations and impair our ability to effectively implement all or some of the initiatives described above. For example, recent civil unrest during the peak booking season in Thailand, a key market for our Agoda business, is negatively impacting booking volumes. We intend to continue to invest in marketing and promotion, technology and personnel within parameters consistent with attempts to improve operating results. We also intend to broaden the scope of our business, and to that end, we explore strategic alternatives from time to time in the form of, among other things, mergers and acquisitions. In addition, we currently do not have operations in geographic areas such as South America, and therefore may consider strategic alternatives in those areas. Our goal is to improve volume and sustain gross margins in an effort to maintain profitability. The uncertain environment described above makes the prediction of future results of operations difficult, and accordingly, we cannot provide assurance that we will sustain revenue growth and profitability.

Seasonality. Our Name Your Own Price^® services are generally non-refundable in nature, and accordingly, we recognize travel revenue at the time a booking is generated. However, we recognize revenue generated from our retail hotel services, including our international operations, at the time that the customer checks out of the hotel. As a result, a meaningful amount of retail hotel bookings generated earlier in the year, as customers plan and reserve their spring and summer vacations, will not be recognized as revenue until future quarters. From a cost perspective, however, we expense the substantial majority of our advertising activities as they are incurred, which is typically in the quarter in which bookings are generated. Therefore, as our retail hotel business continues to grow, we expect our quarterly results to become increasingly impacted by these seasonal factors.

Table of Contents

Results of Operations

Three and Nine Months Ended September 30, 2008 compared to the Three and Nine Months Ended September 30, 2007

Operating and Statistical Metrics

Our financial results are driven by certain operating metrics that encompass the booking activity generated by our travel services. Specifically, reservations of hotel room nights, rental car days and airline tickets capture the volume of units purchased by our customers. Gross bookings is an operating and statistical metric that captures the total dollar value inclusive of taxes and fees of all travel services booked by our customers. International gross bookings reflect gross bookings generated principally by websites owned by, operated by, or dedicated to providing gross bookings for our international brands and operations, and domestic gross bookings reflect gross bookings generated principally by websites owned by, operated by, or dedicated to providing gross bookings by our domestic operations, in each case without regard to the location of the travel or the customer purchasing the travel.

Gross bookings resulting from hotel room nights, rental car days and airline tickets sold through our domestic and international operations for the three and nine months ended September 30, 2008 and 2007 were as follows (numbers may not total due to rounding):

	Three Months Ended September 30,						Nine Months Ended September 30,
	(in millions)						(in millions)
	2008		2007		Change		2008		2007		Change

Domestic	$	800	$	602	32.8	%	$	2,393	$	1,629	46.9	%
International	1,251		788		58.6	%	3,526		1,995		76.7	%
Total	$	2,050	$	1,391	47.4	%	$	5,919	$	3,624	63.3	%

Gross bookings resulting from hotel room nights, rental car days and airline tickets sold through our agency and merchant models for the three and nine months ended September 30, 2008 and 2007 were as follows (numbers may not total due to rounding):

	Three Months Ended September 30,						Nine Months Ended September 30,
	(in millions)						(in millions)
	2008		2007		Change		2008		2007		Change

Agency	$	1,604	$	1,043	53.8	%	$	4,631	$	2,672	73.3	%
Merchant	447		348		28.3	%	1,288		952		35.4	%
Total	$	2,050	$	1,391	47.4	%	$	5,919	$	3,624	63.3	%

Gross bookings increased by 47.4% and 63.3% for the three and nine months ended September 30, 2008, respectively, compared to the same periods in 2007. The increase in the three and nine month periods was primarily attributable to growth of 58.6% and 76.7%, respectively, in our international gross bookings, virtually all of which relates to retail hotel room night sales (including the $110 million and $401 million favorable impact of foreign currency exchange rates in the three and nine month periods ended September 30, 2008, respectively). Domestic gross bookings increased in the three and nine months ended September 30, 2008, by 32.8% and 46.9%, respectively, primarily due to growth in the sale of retail airline tickets, Name Your Own Price^® hotel room nights, price-disclosed hotel room nights and Name Your Own Price^® airline tickets.

Agency gross bookings increased 53.8% and 73.3% for the three and nine months ended September 30, 2008, respectively, compared to the same periods in 2007, due to growth in our international hotel operations and in the sale of retail airline tickets. Merchant gross bookings increased 28.3% and 35.4% for the three and nine months ended September 30, 2008, respectively, compared to the same periods in 2007, due to an increase in the sale of Name Your Own Price^® hotel room nights, the inclusion of room nights sold by Agoda, which was acquired in November 2007, domestic merchant price-disclosed hotel room nights and Name Your Own Price^® airline tickets. Agoda gross bookings amounted to $32.4 million and $81.2 million for the three and nine months ended September 30, 2008, respectively.

Table of Contents

	Hotel Room Nights	Rental Car Days	Airline Tickets

Three Months ended September 30, 2008	11.4 million	2.3 million	1.2 million

Three Months ended September 30, 2007	8.0 million	2.3 million	0.8 million

Nine Months ended September 30, 2008	31.7 million	7.8 million	3.7 million

Nine Months ended September 30, 2007	21.2 million	6.6 million	2.1 million

Hotel room nights sold increased by 43.6% and 49.7% for the three and nine months ended September 30, 2008, respectively, over the same periods in 2007, primarily due to an increase in the sale of agency room nights in connection with our international operations, an increase in the sale of Name Your Own Price^® and price-disclosed hotel room nights in the United States and the inclusion of room nights sold by Agoda, which was acquired in November 2007.

Rental car days sold were flat for the three months ended September 30, 2008 due to increases in sales of price-disclosed rental cars being offset by decreases in sales of Name Your Own Price^® rental cars. Rental car days sold increased by 17.3% for the nine months ended September 30, 2008, over the same period in 2007, due to increases in sales of both our price-disclosed and Name Your Own Price^® rental car services.

Airline tickets sold increased by 44.8% and 73.3% for the three and nine months ended September 30, 2008, respectively, over the same periods in 2007, due primarily to an increase in the sale of price-disclosed airline tickets due in part to our elimination of processing fees in June 2007 and increased marketing support.

Revenues

We classify our revenue into three categories:

· Merchant revenues are derived from transactions where we are the merchant of record and are responsible for, among other things, collecting receipts from our customers, selecting suppliers and remitting payments to our suppliers. Merchant revenues include (1) transaction revenues representing the selling price of Name Your Own Price^® hotel rooms, rental cars and airline tickets and price-disclosed vacation packages; (2) transaction revenues representing the amount charged to a customer, less the amount charged by suppliers in connection with the hotel rooms provided through our merchant price-disclosed hotel service; (3) customer processing fees charged in connection with the sale of Name Your Own Price^® airline tickets, hotel rooms and rental cars and merchant price-disclosed hotels; and (4) ancillary fees, including GDS reservation booking fees related to certain of the aforementioned transactions.

· Agency revenues are derived from travel related transactions where we are not the merchant of record and where the prices of our services are determined by third parties. Agency revenues include travel commissions, customer processing fees and GDS reservation booking fees related to certain of the aforementioned transactions and are reported at the net amounts received, without any associated cost of revenue. In June 2007, we eliminated processing fees on the priceline.com price-disclosed airline ticket service.

· Other revenues are derived primarily from advertising on our websites.

We continue to experience a shift in the mix of our travel business from a business historically focused exclusively on the sale of domestic point-of-sale travel services to a business that includes significant sales of international point-of-sale hotel services, a significant majority of which are currently generated in Europe. Because our domestic services include merchant Name Your Own Price^® travel services, which are reported on a “gross” basis, while both our domestic and international retail travel services are primarily recorded on a “net” basis, revenue increases and decreases are impacted by changes in the mix of the sale of merchant and retail travel services and, consequently, gross profit has become an increasingly important measure of evaluating growth in our business. Our international operations contributed approximately $223.7 million and $492.3 million to our revenues for the three and nine months ended September 30, 2008, respectively, which compares to $131.8 million and $270.1 million for the same periods in 2007, respectively. Approximately $8.6 million and $31.8 million, respectively, of this increase is due to favorable fluctuations in currency exchange rates. Agoda

Table of Contents

accounted for approximately $4.2 million and $11.7 million of the revenue attributable to our international operations for the three and nine months ended September 30, 2008, respectively.

	Three Months Ended September 30,						Nine Months Ended September 30,
	($000)				%		($000)				%
	2008		2007		Change		2008		2007		Change

Merchant Revenues	$	323,957	$	275,211	17.7	%	$	949,345	$	776,131	22.3	%

Agency Revenues	232,638		139,623		66.6	%	515,819		292,478		76.4	%

Other Revenues	5,014		2,453		104.4	%	13,600		5,947		128.7	%

Total Revenues	$	561,609	$	417,287	34.6	%	$	1,478,764	$	1,074,556	37.6	%

Merchant Revenues

Merchant revenues for the three and nine months ended September 30, 2008 increased 17.7% and 22.3%, respectively, compared to the same periods in 2007, primarily due to an increase in the sale of Name Your Own Price^® hotel room nights and airline tickets and the inclusion of revenues generated by Agoda, which was acquired in November 2007. In the three and nine months ended September 30, 2007, merchant revenues were positively impacted by the excise tax refund of $0.4 million and $18.6 million, respectively (see Note 14 to our Unaudited Consolidated Financial Statements). Our international operations contributed approximately $5.6 million and $15.0 million to our merchant revenues for the three and nine months ended September 30, 2008, respectively, which compares to $1.0 million and $2.8 million for the same periods in 2007, respectively. Agoda contributed approximately $4.2 million and $11.7 million of the merchant revenue attributable to our international operations for the three and nine months ended September 30, 2008, respectively.

Agency Revenues

Agency revenues for the three and nine months ended September 30, 2008 increased 66.6% and 76.4%, respectively, compared to the same periods in 2007, primarily as a result of growth in our international operations, which contributed $218.1 million and $130.8 million of agency revenue for the three months ended September 30, 2008 and 2007, respectively, and $477.3 million and $267.3 million of agency revenue for the nine months ended September 30, 2008 and 2007, respectively. Approximately $8.6 million and $31.9 million of the increase over the three and nine months ended September 30, 2007, respectively, is due to favorable fluctuations in currency exchange rates.

Other Revenues

Other revenues during the three and nine months ended September 30, 2008 consisted primarily of advertising. Other revenues for the three and nine months ended September 30, 2008 increased 104.4% and 128.7%, respectively, compared to the same periods in 2007, primarily as a result of higher online advertising revenues due to new advertising partner relationships initiated in 2007 and the revenue generated by an online advertising company acquired in December 2007.

Cost of Revenues and Gross Profit

	Three Months Ended September 30,								Nine Months Ended September 30,
	($000)						%		($000)						%
	2008			2007			Change		2008			2007			Change

Cost of Revenues	$	245,531		$	214,956		14.2	%	$	727,858		$	595,297		22.3	%

% of Revenues	43.7		%	51.5		%			49.2		%	55.4		%

Cost of Revenues

For the three and nine months ended September 30, 2008, cost of revenues consisted primarily of: (1) the cost of Name Your Own Price^® hotel rooms from our suppliers, net of applicable taxes, (2) the cost of Name Your Own Price^® airline tickets from our suppliers, net of the federal air transportation tax, segment fees and passenger facility charges imposed in

Table of Contents

connection with the sale of airline tickets; and (3) the cost of Name Your Own Price^® rental cars from our suppliers, net of applicable taxes. Cost of revenues for the three and nine months ended September 30, 2008 increased by 14.2% and 22.3%, compared to the same periods in 2007, respectively, due primarily to the increase in merchant revenue discussed above. Merchant price-disclosed hotel revenues in the U.S. and at Agoda are recorded at their net amounts, which are amounts received less amounts paid to suppliers and therefore, there are no associated costs of merchant price-disclosed hotel revenues.

Agency revenues are recorded at their net amount, which are amounts received less amounts paid to suppliers, if any, and therefore, there are no costs of agency revenues.

Gross Profit

	Three Months Ended September 30,								Nine Months Ended September 30,
	($000)						%		($000)						%
	2008			2007			Change		2008			2007			Change

Gross Profit	$	316,078		$	202,331		56.2	%	$	750,906		$	479,259		56.7	%

Gross Margin	56.3		%	48.5		%			50.8		%	44.6		%

Total gross profit for the three and nine months ended September 30, 2008 increased by 56.2% and 56.7%, respectively, compared to the same periods in 2007, primarily as a result of increases in revenue discussed above. Total gross margin (gross profit expressed as a percentage of total revenue) increased during the three and nine months ended September 30, 2008, compared to the same periods in 2007, because Name Your Own Price^® transactions, whose revenues are recorded “gross” with a corresponding cost of revenue, represented a smaller percentage of transactions compared to retail, price-disclosed transactions which are primarily recorded “net” with no corresponding cost of revenues. In the three and nine months ended September 30, 2007, gross profit and gross margin were positively impacted by the excise tax refund of $0.4 million and $18.6 million, respectively, recorded in merchant revenue (see Note 14 to our Unaudited Consolidated Financial Statements). Because Name Your Own Price^® transactions are reported “gross” and retail transactions are primarily recorded on a “net” basis, we believe that gross profit has become an increasingly important measure of evaluating growth in our business. Our international operations accounted for approximately $222.5 million and $489.2 million of our gross profit for the three and nine months ended September 30, 2008, respectively, which compares to $130.9 million and $267.7 million for the same periods in 2007, respectively. Approximately $8.6 million and $31.9 million, respectively, of this increase is due to fluctuations in currency exchange rates. Agoda accounted for approximately $4.2 million and $11.5 million of the gross profit attributable to our international operations for the three and nine months ended September 30, 2008, respectively.

Operating Expenses

Advertising

	Three Months Ended September 30,								Nine Months Ended September 30,
	($000)						%		($000)						%
	2008			2007			Change		2008			2007			Change

Offline Advertising	$	8,293		$	8,413		(1.4	)%	$	30,252		$	29,028		4.2	%

% of Total Gross Profit	2.6		%	4.2		%			4.0		%	6.1		%

Online Advertising	84,291			53,844			56.5	%	214,952			129,241			66.3	%

% of Total Gross Profit	26.7		%	26.6		%			28.6		%	27.0		%

Offline advertising expenses consist primarily of: (1) the expenses associated with domestic television, radio and print advertising; and (2) the cost for creative talent, production costs and agency fees for television, radio and print advertising. For the nine months ended September 30, 2008, offline advertising expenses were higher than in the same period in 2007 primarily as a result of increased media and production costs. Online advertising expenses primarily consist of the costs of (1) search engine keyword purchases; (2) affiliate programs; (3) banner and pop-up advertisements; and (4) e-mail campaigns. For the three and nine

Table of Contents

months ended September 30, 2008, online advertising expenses increased over the same periods in 2007, primarily due to an increase in online advertising expenses to support significantly increased retail agency hotel room nights booked by our international operations (including Agoda, which we acquired in November 2007), which rely primarily on online advertising, in particular keyword purchases and payments to affiliate advertisers, to support their businesses.

Sales and Marketing

	Three Months Ended September 30,								Nine Months Ended September 30,
	($000)						%		($000)						%
	2008			2007			Change		2008			2007			Change

Sales and Marketing	$	21,452		$	13,093		63.8	%	$	57,715		$	36,027		60.2	%

% of Total Gross Profit	6.8		%	6.5		%			7.7		%	7.5		%

Sales and marketing expenses consist primarily of (1) credit card processing fees associated with merchant transactions; (2) fees paid to third-party service providers that operate our call centers; and (3) provisions for credit card chargebacks. For the three and nine months ended September 30, 2008, sales and marketing expenses, which are substantially variable in nature, increased over the same periods in 2007, primarily due to (1) increased gross booking volumes; (2) increased credit card chargeback activity (including chargeback activity aggregating approximately $1.5 million in the first six months of 2008 associated with the bankruptcies of two of our airline suppliers); (3) increased bad debt provision; and (4) the inclusion of sales and marketing expenses related to Agoda, which we acquired in November 2007 and which has experienced higher customer chargeback activity than our other merchant services.

Personnel

	Three Months Ended September 30,								Nine Months Ended September 30,
	($000)						%		($000)						%
	2008			2007			Change		2008			2007			Change

Personnel	$	45,259		$	27,182		66.5	%	$	121,787		$	72,108		68.9	%

% of Total Gross Profit	14.3		%	13.4		%			16.2		%	15.0		%

Personnel expenses consist of compensation to our personnel, including salaries, bonuses, taxes, employee health benefits and stock-based compensation. For the three and nine months ended September 30, 2008, personnel expenses increased over the same periods in 2007, primarily due to personnel expenses associated with head count growth of our international operations (including the acquisition of Agoda in November 2007), increased stock-based compensation expense and increased employee performance bonus expense. Stock-based compensation expense was approximately $10.1 million and $4.1 million for the three months ended September 30, 2008 and 2007, respectively, and approximately $29.1 million and $10.8 million for the nine months ended September 30, 2008 and 2007, respectively. Stock-based compensation expense increased over the three and nine months ended September 30, 2008, as compared to the same periods in 2007, due to headcount increases, higher stock prices and increases in the estimated probable number of shares to be issued upon completion of specified performance periods for our performance-based grants (see Note 2 to our Unaudited Consolidated Financial Statements).

General and Administrative

	Three Months Ended September 30,								Nine Months Ended September 30,
	($000)						%		($000)						%
	2008			2007			Change		2008			2007			Change

General and Administrative	$	13,524		$	9,241		46.3	%	$	39,519		$	82,893		(52.3	)%

% of Total Gross Profit	4.3		%	4.6		%			5.3		%	17.3		%

Table of Contents

General and administrative expenses consist primarily of: (1) fees for outside professionals, including litigation expenses; (2) occupancy expenses; and (3) personnel related expenses. General and administrative expenses decreased during the nine months ended September 30, 2008, over the same period in 2007, due to a $55.4 million expense related to a litigation settlement in 2007. Excluding the litigation settlement, general and administrative expenses increased by 48.4% and 43.6%, respectively, in the three and nine months ended September 30, 2008, compared to the same periods in 2007, due to additional fees for outside professionals, expenses related to litigation activities, expenses related to the evaluation of acquisition opportunities, and increased general and administrative expenses associated with the growth of our international operations, including Agoda, which we acquired in November 2007.

Information Technology

	Three Months Ended September 30,								Nine Months Ended September 30,
	($000)						%		($000)						%
	2008			2007			Change		2008			2007			Change

Information Technology	$	4,402		$	3,343		31.7	%	$	13,688		$	9,406		45.5	%

% of Total Gross Profit	1.4		%	1.7		%			1.8		%	2.0		%

Information technology expenses consist primarily of: (1) system maintenance and software license fees; (2) outsourced data center costs relating to our domestic and international data centers; (3) data communications and other expenses associated with operating our Internet sites; and (4) payments to outside consultants. For the three and nine months ended September 30, 2008, the increase in information technology expenses compared to the same periods in 2007 was primarily associated with the growth of our international operations, including Agoda, which we acquired in November 2007.

Depreciation and Amortization

	Three Months Ended September 30,								Nine Months Ended September 30,
	($000)						%		($000)						%
	2008			2007			Change		2008			2007			Change

Depreciation and Amortization	$	10,935		$	9,131		19.8	%	$	32,352		$	26,633		21.5	%

% of Total Gross Profit	3.5		%	4.5		%			4.3		%	5.6		%

Depreciation and amortization expenses consist of: (1) amortization of intangible assets with determinable lives; (2) amortization of internally developed and purchased software, (3) depreciation of computer equipment; and (4) depreciation of leasehold improvements, office equipment and furniture and fixtures. For the three and nine months ended September 30, 2008, depreciation and amortization expense increased from the same periods in 2007, primarily as a result of increased depreciation and amortization related to investment increases in our international operations, including Agoda, which we acquired in November 2007.

Other Income (Expense)

	Three Months Ended September 30,								Nine Months Ended September 30,
	($000)						%		($000)						%
	2008			2007			Change		2008			2007			Change

Interest Income	$	3,061		$	6,063		(49.5	)%	$	10,138		$	20,377		(50.2	)%

Interest Expense	(1,763		)	(2,607		)	(32.4	)%	(6,787		)	(7,560		)	(10.2	)%

Foreign Currency Transactions and Other	3,500			(1,316		)	366.0	%	(1,552		)	(1,862		)	(16.6	)%

Total	$	4,798		$	2,140		124.2	%	$	1,799		$	10,955		(83.6	)%

Table of Contents

For the three and nine months ended September 30, 2008, interest income on cash and marketable securities decreased over the same periods in 2007, as lower prevailing interest rates and investments in higher quality, lower yielding securities more than offset higher cash and marketable securities balances. In addition, interest income for the three and nine months ended September 30, 2007 included approximately $0.1 million and $3.3 million, respectively, of interest received on our excise tax refund. Interest expense decreased for the three months ended September 30, 2008 versus 2007 due primarily to the conversion of $102.4 million of convertible notes, lower interest rates and the termination of our interest rate swap agreement. Foreign exchange gains of $4.1 million and losses of $1.8 million for the three months ended September 30, 2008 and 2007, respectively, and losses of $0.9 million and $2.4 million for the nine months ended September 30, 2008 and 2007, respectively, were recorded in “Foreign currency transactions and other,” and were principally related to foreign exchange derivative contracts. In addition, “Foreign currency transactions and other” includes a loss in the amount of $0.8 million recorded during the three months ended September 30, 2008 to reflect a permanent impairment in the value of a corporate note included in long-term investments.

Income Taxes

	Three Months Ended September 30,							Nine Months Ended September 30,
	($000)					%		($000)					%
	2008			2007		Change		2008			2007		Change

Income Tax Benefit(expense)	$	(42,852	)	$	26,657	(260.8	)%	$	(78,581	)	$	23,287	(437.4	)%

The provision for income taxes includes U.S. and international income taxes determined using an estimate of our annual effective tax rate. Income tax benefit for the three and nine months ended September 30, 2007 includes non-cash tax benefits of $47.9 million, resulting from the reversal of a portion of the valuation allowance on our domestic deferred tax assets. In addition, our effective tax rate differs from the expected tax provision at the U.S. statutory tax rate of 35% principally due to lower foreign tax rates and the foreign tax benefit of interest expense on intercompany debt, partially offset by state income taxes and certain non-deductible stock-based compensation expense. Due to our significant net operating loss carryforwards, we do not expect to pay significant cash taxes on our U.S. federal taxable income for the foreseeable future. We expect to make cash payments for international income taxes, U.S. alternative minimum tax and certain U.S. state income taxes. Despite robust growth in the Company’s domestic earnings during 2008, the valuation allowance has not been reduced due to inherent uncertainty regarding the potential impact of the current global financial crisis and economic downturn on our future operating results.

Equity in Loss of Investee and Minority Interests

	Three Months Ended September 30,						Nine Months Ended September 30,
	($000)				%		($000)				%
	2008		2007		Change		2008		2007		Change

Equity in Loss of Investee and Minority Interests	$	1,900	$	2,516	(24.5	)%	$	3,641	$	3,945	(7.7	)%

Equity in loss of investee and minority interests for the three and nine months ended September 30, 2008 and 2007, represented (1) minority interests associated with the ownership of priceline.com International that is held by former shareholders of Booking.com B.V. and Booking.com Limited, including certain European-based managers of that business; and (2) equity in loss of investee, comprised of our pro rata share of pricelinemortgage.com’s net results. The change versus the prior year was primarily due to a reduction in the minority interest held by former shareholders of priceline.com International, partially offset by an increase in the earnings of priceline.com International.

Table of Contents

Liquidity and Capital Resources

As of September 30, 2008, we had $452.2 million in cash and cash equivalents and short-term investments. Approximately $127.9 million of our cash and cash equivalents and short-term investments are held by our international subsidiaries and are denominated primarily in Euros and, to a lesser extent, in British Pounds. Cash equivalents are primarily comprised of U.S. Treasury money market accounts and foreign governmental securities. Short-term investments are primarily comprised of U.S. and foreign government securities, highly liquid, investment grade corporate debt instruments and certificates of deposit.

All of our merchant transactions are structured such that we collect cash up front from our customers and then we pay most of our suppliers at a subsequent date. We therefore tend to experience significant swings in supplier payables depending on the absolute level of our cost of revenue during the last few weeks of every quarter. This can cause volatility in working capital levels and impact cash balances more or less than our operating income would indicate.

Net cash provided by operating activities for the nine months ended September 30, 2008 was $235.2 million, resulting from net income of $160.2 million, non-cash items not affecting cash flows of $96.3 million and partially offset by $21.3 million of changes in working capital. The changes in working capital for the nine months ended September 30, 2008, were primarily related to an $83.6 million increase in accounts receivable, prepaid expenses and other current assets, partially offset by a $62.3 million increase in accounts payable, accrued expenses and other liabilities. The increase in accounts receivable is primarily due to significant revenue growth for our international operations. The increases in accounts receivable and accounts payable are also seasonal in nature. Our bookings and revenues are generally higher in the third quarter of the year than in the fourth quarter of the year which results in higher accounts receivable and accounts payable at September 30 compared to December 31. We do not believe there has been any material change in credit risk regarding our accounts receivable. Non-cash items were primarily associated with deferred income tax benefit, stock-based compensation expense, depreciation and amortization, primarily related to intangible assets acquired in our acquisitions of Travelweb, Booking.com Limited, Booking.com B.V., and Agoda. Net cash provided by operating activities for the nine months ended September 30, 2007 was $89.3 million, resulting from net income of $124.2 million, partially offset by non-cash items not affecting cash flows of $4.1 million and $30.8 million of changes in working capital. Net income includes $55.4 million paid to settle litigation and $21.9 million received in excise tax refunds (see Note 14 to our Unaudited Consolidated financial Statements for further information regarding the litigation settlement and excise tax refund). The changes in working capital for the nine months ended September 30, 2007, were primarily related to a $53.6 million increase in accounts receivable, partially offset by a $26.5 million increase in accounts payable, accrued expenses and other current liabilities. The increase in accounts receivable is primarily due to significant revenue growth for our international operations. The increases in accounts receivable and accounts payable are also seasonal in nature. Non-cash items were primarily associated with the deferred income tax benefit, depreciation and amortization, primarily related to intangible assets acquired in our acquisitions of Travelweb, Booking.com Limited and Booking.com B.V. The deferred income tax benefit resulted primarily from the $47.9 million non-cash reversal of a portion of our deferred income tax valuation allowance.

Net cash used in investing activities was $98.3 million for the nine months ended September 30, 2008. Investing activities were affected by the purchase of $153.6 million of stock in priceline.com International held by minority interest shareholders, $1.5 million increase in restricted cash related to our international operations and equity investments of $0.6 million. Investing activities were also affected by $70.2 million of net maturities of investments for the nine months ended September 30, 2008. Net cash used in investing activities was $109.3 million for the nine months ended September 30, 2007. Investing activities were affected by $83.1 million of net purchases of investments for the nine months ended September 30, 2007, and the purchase of $15.0 million of stock in priceline.com International held by minority interest shareholders. Cash invested in purchases of property and equipment was $12.9 million and $11.0 million in the nine months ended September 30, 2007 and 2006, respectively.

Net cash used in financing activities was approximately $95.7 million for the nine months ended September 30, 2008. The cash used in financing activities during the nine months ended September 30, 2008 was primarily related to $102.4 million of principal paid upon the conversion of senior notes, $4.3 million of treasury stock purchases, partially offset by $4.5 million of proceeds from the exercise of employee stock options and $6.5 million of excess tax benefits from stock-based compensation. Net cash provided by financing activities was approximately $14.1 million for the nine months ended September 30, 2007. The cash provided by financing activities during the nine months ended September 30, 2007 was primarily related to $16.2 million of proceeds from the exercise of employee stock options, partially offset by $2.2 million of treasury stock purchases.

Based upon the closing price of our common stock for the prescribed measurement periods during the three months ended September 30, 2008, the contingent conversion thresholds on each of our convertible senior note issues were exceeded.

Table of Contents

As a result, the notes (aggregate principal amount $468 million) are convertible at the option of the holder as of September 30, 2008 and, accordingly, have been classified as a current liability in the Unaudited, such as investment funds seeking liquidity to fund investor withdrawals, Consolidated Balance Sheet as of that date. Current turmoil in the world financial markets has increased the likelihood that certain holders, such as investment funds seeking liquidity to fund investor withdrawals, will elect to convert our convertible senior notes prior to maturity. In the nine months ended September 30, 2008, approximately $100.5 million aggregate principal amount of the 1% Notes, $1.9 million aggregate principal amount of 2011 Notes and $30,000 of the 2.25% Notes were converted. We also received notices of conversion from the holders of approximately $24.5 million of the 1% Notes, which represents the entire remaining outstanding principal amount of 1% Notes, and which were settled in the fourth quarter of 2008. In addition, we also received notices of conversion from the holders of approximately $36.0 million of the 2011 Notes and $14.0 million of the 2013 Notes, all of which are expected to be settled in the fourth quarter of 2008. If holders elect to convert, we would be required to settle the principal amount of the notes in cash and intend to satisfy any conversion premium in shares of common stock. We would likely fund the repayment of the principal amount with existing cash and cash equivalents, short-term investments (totaling approximately $452.2 million at September 30, 2008), long-term investments (totaling approximately $14.3 million at September 30, 2008) and borrowings under our revolving credit facility.

In September 2007, we entered into a $175 million five-year committed revolving credit facility with a group of lenders, which is secured, subject to certain exceptions, by a first-priority security interest on substantially all of our assets and related intangible assets located in the United States. In addition, our obligations under the revolving credit facility are guaranteed by substantially all of the assets and related intangible assets of our material direct and indirect domestic and foreign subsidiaries. Borrowings under the revolving credit facility will bear interest, at our option, at a rate per annum equal to the greater of (a) JPMorgan Chase Bank, National Association’s prime lending rate and (b) the federal funds rate plus ½ of 1%, plus an applicable margin ranging from 0.25% to 0.75%; or at an adjusted LIBOR for the interest period in effect for such borrowing plus an applicable margin ranging from 1.25% to 1.75%. Undrawn balances available under the revolving credit facility are subject to commitment fees at the applicable rate ranging from 0.25% to 0.375%.

The revolving credit facility provides for the issuance of up to $50.0 million of letters of credit as well as borrowings on same-day notice, referred to as swingline loans, which are available in U.S. dollars, Euros, Pounds Sterling and any other foreign currency agreed to by the lenders. The proceeds of loans made under the facility will be used for working capital and general corporate purposes. As of September 30, 2008 there were no amounts outstanding under the facility and the Company has issued approximately $5.8 million of letters of credit under the revolving credit facility.

We believe that our existing cash balances and liquid resources will be sufficient to fund our operating activities, capital expenditures and other obligations through at least the next twelve months. However, if during that period or thereafter, we are not successful in generating sufficient cash flow from operations or in raising additional capital when required in sufficient amounts and on terms acceptable to us, we may be required to reduce our planned capital expenditures and scale back the scope of our business plan, either of which could have a material adverse effect on our future financial condition or results of operations. If additional funds were raised through the issuance of equity securities, the percentage ownership of our then current stockholders would be diluted. There are no assurances that we will generate sufficient cash flow from operations in the future, that revenue growth or sustained profitability will be realized or that future borrowings or equity sales will be available in amounts sufficient to make anticipated capital expenditures, finance our strategies or repay our indebtedness.

Off-Balance Sheet Arrangements.

As of September 30, 2008, we did not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

Sections of this Form 10-Q including, in particular, our Management’s Discussion and Analysis of Financial Condition and Results of Operations above, contain forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed, implied or forecasted in any such forward-looking statements.

Expressions of future goals and expectations or similar expressions including, without limitation, “may,” “will,” “should,” “could,” “expects,” “does not currently expect,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” or “continue,” reflecting something other than historical fact are intended to identify forward-looking statements. The factors described below in the section entitled “Risk Factors” could cause our actual results to differ materially from those described in the forward-looking statements. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents we file from time to time with the Securities and Exchange Commission, particularly the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

Table of Contents

Risk Factors

The following risk factors and other information included in this Quarterly Report should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks occur, our business, financial condition, operating results and cash flows could be materially adversely affected.

Our international operations’ business model exposes us to certain risks that we have not traditionally experienced in the U.S. hotel business.

Throughout 2006, 2007 and the three and nine months ended September 30, 2008, our international operations experienced significant year-over-year growth in their gross bookings (an operating and statistical metric referring to the total dollar value, inclusive of all taxes and fees, of all travel services purchased by our customers). This growth rate has contributed significantly to our growth in revenue, gross profit and earnings per share. We expect our international operations to experience a decline in their growth rate in future years as the absolute level of their gross bookings grows larger. We expect other factors to slow the growth rates of our international business, including, for example, the recent strengthening of the U.S. dollar versus the Euro, recent turmoil in the world financial markets, further declines in hotel ADRs, travel market conditions and the competitiveness of the market. A decline in our international operations’ growth rate could have a negative impact on our future revenue and earnings per share growth rates and, as a consequence, our stock price.

In addition, our international operations rely heavily on various third parties to distribute hotel room reservations, and our international operations’ distribution channels are concentrated among a number of third parties. Should one or more of such third parties cease distribution of our international operations’ reservations, or suffer deterioration in its search engine ranking, due to changes in search engine algorithms or otherwise, the business of our international operations could be negatively affected. Similarly, a significant amount of our international business is directed to our own websites through participation in pay-per-click advertising campaigns on Internet search engines whose pricing and operating dynamics can experience rapid change both technically and competitively. We have experienced increased competition and increased costs associated with our advertising campaigns. If a major search engine changes its pricing, operating or competitive dynamics in a negative manner, our business, results of operations and financial condition would be adversely affected.

The strategy of our international operations involves rapid expansion into countries in Europe, including eastern Europe, Asia and elsewhere, many of which have different customs, different levels of customer acceptance of the Internet and different legislation, regulatory environments and tax schemes. For example, recent civil unrest during the peak booking season in Thailand, a key market for our Agoda business, is negatively impacting booking volumes. In addition, compliance with foreign legal, regulatory or tax requirements will place demands on our time and resources, and we may nonetheless experience unforeseen and potentially adverse legal, regulatory or tax consequences. If our international operations are unsuccessful in rapidly expanding into other international countries, our business, results of operations and financial condition would be adversely affected.

Our international operations currently distribute hotel rooms primarily through a retail model whereby we earn a commission from the hotel property when the customer checks out of the hotel. This requires our international operations to pursue collection of commissions relating to hotel room reservations from the hotel after the customer has completed his or her stay. If current turmoil in the world financial markets, or any other factors, cause hotels participating in our international operations to become delinquent in their obligations to pay our commissions, including as a result of bankruptcies or insolvencies, the business of our international operations could be negatively impacted.

We are dependent on the leisure travel industry and certain travel suppliers.

Our financial prospects are significantly dependent upon our sale of leisure travel services. Leisure travel, including the sale of hotel rooms and leisure airline tickets, is dependent on personal discretionary spending levels. As a result, sales of leisure travel services tend to decline during general economic downturns and recessions. Accordingly, weak economic conditions, such as the current turmoil in the world financial markets has led to a weakening in the fundamental demand for our services and an increase in the number of customers who cancel existing travel reservations with us. In addition, unforeseen events beyond our control, such as terrorist attacks, political instability, regional hostilities, increases in fuel prices, imposition of taxes or surcharges by regulatory authorities, travel related accidents, travel related health concerns and unusual weather patterns, including natural disasters such as hurricanes, tsunamis or earthquakes, also may adversely affect

Table of Contents

the leisure travel industry and our business and results of operations. Further, work stoppages or labor unrest at any of the major airlines could materially adversely affect the airline industry and, as a consequence, have a material adverse effect on our business, results of operations and financial condition.

During the three months ended September 30, 2008, Name Your Own Price^® hotel room nights from our five largest hotel suppliers accounted for approximately 37.4% of total Name Your Own Price^® hotel room nights sold, and sales of airline tickets from our five largest and two largest airline suppliers accounted for approximately 77.2% and 37.4% of total airline tickets sold, respectively. As a result, we are currently substantially dependent upon the continued participation of these suppliers in our system in order to maintain and continue to grow our total gross profit.

Our arrangements with the hotel, airline and rental car suppliers that participate in our system – either Name Your Own Price^® or price-disclosed service – generally do not require them to provide any specific quantity of hotel rooms, airline tickets or rental cars, or to make rooms, tickets or cars available for any particular route, in any geographic area or at any particular price. During the course of our business, we are in continuous dialogue with our major suppliers about the nature and extent of their participation in our system. The significant reduction on the part of any of our major suppliers of their participation in our system for a sustained period of time or their complete withdrawal could have a material adverse effect on our business, results of operations and financial condition.

In addition, certain hotels have begun initiatives to reduce margins received by third party intermediaries on retail merchant transactions, which is the primary method we employ to distribute retail hotel room reservations in the United States. Many hotels distribute rooms through their own websites and therefore might increase negotiated rates for merchant rate hotel rooms sold through our merchant price-disclosed hotel service, decreasing the margin available to us. While our merchant price-disclosed hotel agreements with our leading hotel suppliers provide for specified discounts, if one or more participating hotels were to require us to limit our merchant margins, upon contract renewal or otherwise, it could have a material adverse effect on our business, results of operations and financial condition.

With respect to our airline suppliers, the airline industry has experienced a shift in market share from full-service carriers to low-cost carriers that focus primarily on discount fares to leisure destinations and we expect this trend to continue. Some low-cost carriers, such as Southwest, have not historically distributed their tickets through us or other third-party

Table of Contents

intermediaries. In addition, certain airlines have significantly limited or eliminated sales of airline tickets through opaque channels, preferring to consistently show the lowest available price on their own website. Certain airlines have also reduced their domestic capacity, which could reduce the number of airline tickets available to our customers. Furthermore, major airline carriers began significant reductions in U.S. capacity in September 2008. These reductions are expected to result in increased fares and lower traveler demand. Higher fares and lower traveler demand could negatively impact our domestic air business, which could in turn have negative repercussions on our domestic hotel and rental car businesses, and could have a material adverse effect on our business, results of operations and financial condition.

Due to our dependence on the airline industry, we could be severely affected by changes in that industry, and, in many cases, we will have no control over such changes or their timing. Recently, there has been an emerging prospect of domestic airline industry consolidation, as evidenced by the recent merger between Delta Air Lines and Northwest Airlines. If one of our major airline suppliers merges or consolidates with, or is acquired by, another company that either does not participate in the priceline.com system or that participates on substantially lower levels, the surviving company may elect not to participate in our system or to participate at lower levels than the previous supplier. For example, in September 2005, US Airways and America West merged. US Airways was a meaningful participant in our Name Your Own Price^® system, but America West participated on a very limited basis. The resulting entity participates in our Name Your Own Price^® system, but at much lower levels than US Airways’ historical participation.

In addition, in the event that one of our major suppliers voluntarily or involuntarily declares bankruptcy and is subsequently unable to successfully emerge from bankruptcy, and we are unable to replace such supplier, our business would be adversely affected. In the past, airline carriers that have participated in our system and declared bankruptcy have continued to operate while in bankruptcy. High oil prices place financial stress on airline carriers, and increase the risk that a carrier may cease operations and face liquidation rather than reorganization under the bankruptcy laws. For example, in April 2008, Aloha Airlines and ATA Airlines each ceased operations and we experienced an increase in credit card charge backs from customers with tickets on those airlines. To the extent major U.S. airlines that participate in our system declare bankruptcy or cease operations, they may be unable or unwilling to honor tickets sold for their flights. Our policy in such event is to direct customers seeking a refund or exchange to the airline, and not to provide a remedy ourselves. Because we are the merchant-of-record on sales of Name Your Own Price^® airline tickets to our customers, however, we could experience a significant increase in demands for refunds or credit card charge backs from customers, which could materially and adversely affect our operations and financial results. In addition, because Name Your Own Price^® customers do not choose the airlines on which they are to fly, the bankruptcy of a major U.S. airline or even the possibility of a major U.S. airline declaring bankruptcy could discourage customers from using our Name Your Own Price^® system to book airline tickets.

The loss of any major airline participant in our Name Your Own Price^® system could result in other major airlines electing to terminate their participation in the Name Your Own Price^® system, which would further negatively impact our business, results of operations and financial condition. In addition, fewer independent suppliers reduces opacity and competition among suppliers. In such event, if we are unable to divert sales to other suppliers, our business, results of operations and financial condition may be adversely affected.

In addition, given the concentration of the airline industry, particularly in the domestic market, our competitors could exert pressure on other airlines not to supply us with tickets. Moreover, the airlines may attempt to establish their own buyer driven commerce service or participate or invest in other similar services.

With respect to our rental car suppliers, increased utilization (a common metric that measures rental car customer usage) may reduce the number of car reservations they distribute through our service or increase the negotiated rates at which they are willing to provide car reservations. Like airline and hotel suppliers, rental car companies are focused on selling rental car reservations through their own websites, which reduces the amount of rental car reservations available to us. Furthermore, if one of our major rental car suppliers merges or consolidates with, or is acquired by, another company that either does not participate in the priceline.com system or that participates on substantially lower levels, the surviving company may elect not to participate in our system or to participate at lower levels than the previous supplier. In addition, current domestic economic conditions are partially responsible for a change in the arrangements between rental car companies and automobile manufacturers. Where manufacturers have historically supplied cars to rental car companies under a lease or another arrangement whereby the manufacturer would buy the car back when it is taken out of the fleet, manufacturers have begun to require the rental car companies purchase the cars for their fleets, which shifts the burden of risk of selling the car to the rental car company. Because of the recent economic turmoil, rental car companies have struggled to sell such cars, and as a result, they are faced with excess supply. This, along with an intensely competitive environment, leads to lower retail rental car rates, which in turn, are beneficial to our retail rental car business, but detrimental to our Name Your Own Price^® business. Finally, because rental car days are typically less expensive than airline tickets or hotel room nights, a reduction in retail rental car rates has a disproportionately adverse effect on sales of Name Your Own Price^® rental car days since customers may be less likely to accept the trade-offs associated with that service.

Table of Contents

We are exposed to fluctuations in currency exchange rates.

As a result of the growth of our international operations, we are conducting a significant portion of our business outside the United States and are reporting our results in U.S. dollars. As a result, we face exposure to adverse movements in currency exchange rates as the financial results of our international operations are translated from local currency (principally the Euro and the British Pound Sterling) into U.S. dollars upon consolidation. For example, our international operations contributed approximately $223.7 million and $492.3 million to our revenues for the three and nine months ended September 30, 2008, respectively, which compares to $131.8 million and $270.1 million for the same periods in 2007, respectively. Approximately $8.6 million and $31.8 million, respectively, of these increases are due to fluctuations in currency exchange rates. The U.S. dollar has generally weakened since we acquired Booking.com B.V. in July 2005, and as a result, the year over year growth rates in our international results, when reported in U.S. dollars, have been positively impacted by changes in foreign exchange rates. However, the U.S. dollar has recently strengthened significantly against the Euro and the British Pound Sterling, which results in decreased net assets, revenues, operating expenses, and net income, and in October 2008, for the first time since our acquisition of Booking.com B.V., the foreign exchange impact was negative rather than positive. Accordingly, it will become increasingly difficult for us to grow our gross bookings, revenues and earnings on a dollar denominated basis during the fourth quarter of 2008 and beyond. If the U.S. dollar weakens against the local currency, the translation of our foreign-currency-denominated balances will result in increased net assets, gross bookings, revenues, operating expenses, and net income.

Intense competition could reduce our market share and harm our financial performance.

We compete with both online and traditional sellers of the services we offer. The market for the services we offer is intensely competitive, and current and new competitors can launch new sites at a relatively low cost. In addition, the major online travel companies with which we compete have significantly greater financial resources and capital than we do. We may not be able to effectively compete with industry conglomerates such as Orbitz Worldwide, Sabre or Expedia, each of which has access to significantly greater and more diversified resources than we do.

We currently or potentially compete with a variety of companies with respect to each service we offer. With respect to our travel services, these competitors include, but are not limited to:

· Internet travel services such as Expedia, Hotels.com and Hotwire, which are owned by Expedia, and Venere, an Italian-based agency hotel reservation service provider that was acquired by Expedia in the third quarter of 2008; Travelocity and lastminute.com, which are owned by the Sabre Group; Orbitz.com, Cheaptickets, ebookers, HotelClub and RatesToGo, which are currently owned by Orbitz Worldwide; laterooms and asiarooms owned by Tui Travel, and Gullivers, octopustravel, Superbreak, hotel.de, Hotel Reservation Service, Ctrip, Rakuten and Wotif;

· travel suppliers such as airlines, hotel companies and rental car companies, many of which have their own branded websites to which they drive business;

· large online portal and search companies, such as AOL (including AOL Travel), Yahoo! (including Yahoo! Travel) and Google;

· traditional travel agencies;

· online travel search sites such as Mobissimo.com, FareChase.com, Kayak.com and Kayak.com’s recent acquisition, SideStep.com (each sometimes referred to as “meta-search”) and travel research sites that have search functionality, such as TripAdvisor, Travelzoo and Cheapflights.com; and

· operators of travel industry reservation databases such as Galileo, Travelport, Amadeus and Sabre.

Many airline, hotel and rental car suppliers, including suppliers with which we conduct business, are focusing on driving online demand to their own websites in lieu of third-party distributors such as us. Certain suppliers have attempted to charge additional fees to customers who book airline reservations through an online channel other than their own website. Furthermore, several low cost airlines, which are having increasing success in the marketplace, distribute their tickets exclusively through their own websites. Suppliers who sell on their own websites typically do not charge a processing fee, and, in some instances, offer advantages such as bonus miles or loyalty points, which could make their offerings more attractive to consumers than models like ours.

Table of Contents

We potentially face competition from a number of large Internet companies and services that have expertise in developing online commerce and in facilitating Internet traffic, including Amazon.com, AOL, MSN, Google.com and Yahoo!, which compete with us either directly or indirectly through affiliations with other e-commerce or off-line companies. We also compete with “meta-search” companies, which are companies that leverage their search technology to aggregate travel search results across supplier, travel agent and other websites. For example, Yahoo! owns FareChase.com, a travel search-engine that searches for fares and hotel rates at travel supplier and third-party websites, and refers traffic to those sites, and AOL is party to a marketing and technology agreement with, and holds a minority interest in, Kayak.com, another leading meta-search company. Other established search engine companies as well as start-ups are attempting to enter the online travel marketplace in this manner. If Yahoo!, Google or other portals decide to refer significant traffic to travel search engines, it could result in more competition from supplier websites and higher customer acquisition costs for third-party sites such as ours. In addition, because we advertise on certain meta-search sites, a loss of business for competitive reasons could result. Competition from these and other sources could have a material adverse effect on our business, results of operations and financial condition.

Many of our current and potential competitors, including Internet directories, search engines and large traditional retailers, have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing, personnel, technical and other resources than priceline.com. Some of these competitors may be able to secure services on more favorable terms than we can. In addition, many of these competitors may be able to devote significantly greater resources to:

· marketing and promotional campaigns;

· attracting traffic to their websites;

· attracting and retaining key employees;

· securing vendors and supply; and

· website and systems development.

Increased competition could result in reduced operating margins, loss of market share and damage to our brand. There can be no assurance that we will be able to compete successfully against current and future competitors or that competition will not have a material adverse effect on our business, results of operations and financial condition.

Current turmoil in the world financial markets increases the likelihood that holders of our convertible senior notes will elect to convert their notes prior to maturity.

In the past several months, the world financial markets – and in particular the world debt markets – have experienced major disruptions, causing investors to liquidate investment holdings in favor of the relative safety of cash and\or government backed securities. The holders of our convertible senior notes are primarily hedge funds whose investment pools are subject to such investor demands for liquidity. Given the recent market turmoil, we expect to see significant investor redemptions and withdrawals from hedge funds by their underlying investors. Accordingly, we also expect that a potentially significant number of hedge funds that hold our convertible senior notes will be forced to convert their notes prior to maturity in order to meet these investor demands. For example, subsequent to September 30, 2008, we received conversion notices for $36.0 million of the 2011 Notes and $14.0 million of the 2013 Notes. This conversion activity exposes us to several potential risks, including without limitation:

· Early conversions of a significant amount of our convertible senior notes would reduce our cash and investment balances. We would likely fund any conversion obligations with existing cash and cash equivalents, short-term investments, long-term investments and borrowings under our revolving credit facility. While we currently have sufficient cash and investment balances to fund early conversions, if a significant amount of convertible senior notes were to be converted, our cash and investment balances would be significantly reduced.

· In certain circumstances, our Conversion Spread Hedges could be ineffective. In connection with the issuance of the 2011 Notes and the 2013 Notes, we purchased certain Conversion Spread Hedges that entitle us to purchase from Goldman Sachs and Merrill Lynch approximately 8.5 million shares of our common stock (the number of shares underlying the 2011 Notes and the 2013 Notes) at a strike price of $40.38 per share (subject to adjustment in certain circumstances) in 2011 and 2013, and the hedging counterparties are entitled to purchase from us approximately 8.5 million shares of our common stock at a strike price of $50.47 per share

Table of Contents

(subject to adjustment in certain circumstances) in 2011 and 2013. We purchased the Conversion Spread Hedges in order to increase the effective conversion price of the 2011 Notes and the 2013 Notes to $50.47 per share from the stated conversion price of $40.38 per share, thereby reducing the potential dilution upon the expected conversion of the 2011 Notes and the 2013 Notes at their maturity dates. The Conversion Spread Hedges do not immediately hedge against the associated dilution from conversions of our notes prior to their stated maturities. Therefore, if the holders of the 2011 Notes or the 2013 Notes elect to convert all or a portion of their notes prior to maturity, we will be obligated to immediately deliver any related conversion premium in shares of our common stock or a combination of cash and shares. However, our hedging counterparties will not be obligated to deliver us shares or cash that would offset the dilution associated with the early conversion activity until 2011 and 2013. Because of this potential timing difference, it is possible that the number of shares, if any, that we receive from our Conversion Hedge Spread could differ materially from the number of shares, if any, that we are required to deliver to holders of our notes upon their early conversion. This potential difference in timing potentially makes the hedges ineffective, which could negatively impact our future diluted shares outstanding.

· Early conversions of our convertible senior notes would subject us to accelerated recognition of debt issuance expense. In connection with the issuance of our convertible senior notes, we incurred certain debt issuance costs that we carry on our balance sheet as “Other Assets”. The current unamortized value of our debt issuance costs is $7.7 million. These debt issuance costs are amortized over the period beginning with the date on which the notes were issued and ending on their stated maturity date or the first stated put date, if applicable. However, in the event that some or all of our convertible senior notes are converted prior to their expected maturity date, we will be required to accelerate the expense of some or all of the carrying value of our debt issuance costs. As a result, we would experience a significant increase in our interest expense for the period in which the acceleration occurs. While such an expense would be non-cash in nature and would generally not be recurring, it could have a negative impact on our earnings for the period in which we recognize such an expense.

The economic downturn and global financial crisis could further adversely affect our business.

Economic turmoil in the United States and Europe is negatively affecting the broad travel market and, as a result, our business. For example, hotels have recently reported decreases in occupancy rates and average daily rates (“ADRs”) in both the United States and Europe. We believe that the positive trends impacting our domestic and international business overshadowed these negative influences in the first nine months of 2008. However, market conditions worsened significantly recently, with particular deterioration in September that continued into early November. We believe macro economic turmoil and these weakening travel market trends, including, without limitation, decreased consumer demand, further deterioration in ADRs and increases in cancellations, had a negative impact on our business, particularly in Europe and will continue to have a negative impact in the near term. We cannot predict the magnitude or duration of this downturn, but our current limited visibility does not suggest any near-term improvement. In addition, weak economic conditions could weaken the fundamental demand for our services and could also cause an increase in the number of customers who cancel existing travel reservations with us. In addition, the financial crisis has dramatically restricted the willingness and ability of financial institutions to extend credit. If we are not able to gain access to funds at an acceptable cost through the credit market, we may be limited, or unable, to pursue certain strategic alternatives such as acquisitions and share repurchases.

We are exposed to various counterparty risks.

We are party to derivative instruments to hedge our exposure to foreign currency exchange rate fluctuation, as well as potential dilution upon conversion of our convertible senior notes. As of September 30, 2008, we are party to foreign currency contracts with a notional value of approximately $43.1 million. The counterparties to these contracts are JPMorganChase and Morgan Stanley. On the maturity dates of these contracts, the counterparties are potentially obligated to pay us the net settlement value. The counterparties to our Conversion Spread Hedges are Goldman Sachs and Merrill Lynch. Under the Conversion Spread Hedges, we are entitled to purchase from the counterparties approximately 8.5 million shares of our common stock (the number of shares underlying the 2011 Notes and the 2013 Notes) at a strike price of $40.38 per share (subject to adjustment in certain circumstances) and the counterparties are entitled to purchase from us approximately 8.5 million shares of our common stock at a strike price of $50.47 per share (subject to adjustment in certain circumstances). The Conversion Spread Hedges increase the effective conversion price of the 2011 Notes and the 2013 Notes to $50.47 per share from our perspective and are designed to reduce the potential dilution upon conversion of the 2011 Notes and the 2013 Notes. If the market value per share of our common stock at maturity is above $40.38, the Conversion Spread Hedge will entitle us to receive from the counterparties net shares of our common stock based on the excess of the then current market price of our common stock over the strike price of the hedge (up to $50.47). If any of the counterparties to these derivative instruments were to liquidate, declare bankruptcy or otherwise cease

Table of Contents

operations, it may not satisfy its obligations under these derivative instruments. In such event, our fully diluted share count would be increased.

Our business could be negatively affected by changes in search engine algorithms and dynamics or termination of traffic-generating arrangements.

We utilize Internet search engines and other travel demand aggregation websites, principally through the purchase of travel-related keywords, to generate traffic to our websites. Our international operations, in particular, rely to a significant extent upon Google to generate business and, to a much lesser extent, other search engines and other travel demand aggregation websites. Search engines such as Google frequently update and change the logic which determines the placement and display of results of a user’s search, such that the placement of links to our sites, and particularly those of our international operations and their affiliates, can be negatively affected. In a similar way, a significant amount of our international business is directed to our own websites through participation in pay-per-click advertising campaigns on Internet search engines whose pricing and operating dynamics can experience rapid change commercially, technically and competitively. In addition, we purchase web traffic from a number of sources, including some operated by our competitors, in the form of pay-per-click arrangements that can be terminated with little or no notice. If one or more of such arrangements is terminated, or if a major search engine, such as Google, changes its algorithms in a manner that negatively affects the search engine ranking of our brands or our third-party distribution partners or changes its pricing, operating or competitive dynamics in a negative manner, our business, results of operations and financial condition would be adversely affected.

Our processing, storage, use and disclosure of personal data exposes us to risks of internal or external security breaches and could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

The secure transmission of confidential information over the Internet is essential in maintaining consumer and supplier confidence in the priceline.com services. Substantial or ongoing security breaches whether instigated internally or externally on our system or other Internet based systems could significantly harm our business. We currently require customers who use certain of our services to guarantee their offers with their credit card, either online or, in some instances, through our toll-free telephone service. It is possible that advances in computer circumvention capabilities, new discoveries or other developments, including our own acts or omissions, could result in a compromise or breach of customer transaction data.

We cannot guarantee that our existing security measures will prevent security breaches or attacks. A party (whether internal, external, an affiliate or unrelated third party) that is able to circumvent our security systems could steal customer information or transaction data, proprietary information or cause significant interruptions in our operations. For instance, from time to time, we have experienced “denial-of-service” type attacks on our system that have made portions of our websites slow or unavailable for periods of time. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches, and reductions in website availability and response time could cause loss of substantial business volumes during the occurrence of any such incident. These issues are likely to become more difficult as we expand the number of places where we operate and as the tools and techniques used in such attacks become more advanced. Security breaches could result in negative publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties. Security breaches could also cause customers and potential customers to lose confidence in our security, which would have a negative effect on the value of our brand. Our insurance policies carry low coverage limits, and would likely not be adequate to reimburse us for losses caused by security breaches.

Companies that we have acquired, such as our international operations, and that we may acquire in the future, may employ security and networking standards at levels we find unsatisfactory. The process of enhancing infrastructure to attain improved security and network standards may be time consuming and expensive and may require resources and expertise that are difficult to obtain. Such acquisitions increase the number of potential vulnerabilities, and can cause delays in detection of an attack, as well as the timelines of recovery from any given attack. Failure to raise any such standards that we find unsatisfactory could expose us to security breaches of, among other things, personal customer data and credit card information that would have an adverse impact on our business, results of operations and financial condition.

We also face risks associated with security breaches affecting third parties conducting business over the Internet. Consumers generally are concerned with security and privacy on the Internet, and any publicized security problems could inhibit the growth of the Internet and, therefore, the priceline.com service as a means of conducting commercial transactions. Additionally, security breaches at the third-party, supplier or distributor systems upon which we rely could result in negative

Table of Contents

publicity, damage our reputation, expose us to risk of loss or litigation and possible liability and subject us to regulatory penalties.

In our processing of travel transactions, we receive and store a large volume of personally identifiable data. This data is increasingly subject to legislation and regulations in numerous jurisdictions around the world, including the Commission of the European Union through its Data Protection Directive and variations of that directive in the member states of the European Union. This government action is typically intended to protect the privacy of personal data that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if legislation or regulations are expanded to require changes in our business practices or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, results of operations and financial condition.

In addition, in the aftermath of the terrorist attacks of September 11, 2001 in the United States, government agencies have been contemplating or developing initiatives to enhance national and aviation security, such as the Transportation Security Administration’s Computer-Assisted Passenger Prescreening System, known as CAPPS II. These initiatives may result in conflicting legal requirements with respect to data handling. As privacy and data protection has become a more sensitive issue, we may also become exposed to potential liabilities as a result of differing views on the privacy of travel data. Travel businesses have also been subjected to investigations, lawsuits and adverse publicity due to allegedly improper disclosure of passenger information. These and other privacy developments that are difficult to anticipate could adversely impact our business, results of operations and financial condition.

We rely on the performance of highly skilled personnel and, if we are unable to retain or motivate key personnel or hire, retain and motivate qualified personnel, our business would be harmed.

Our performance is largely dependent on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization. In particular, the contributions of certain key senior management in the U.S. and Europe are critical to the overall management of the company. In addition, because our European senior management’s minority ownership interest was repurchased in September of 2008, it may become more difficult to retain these senior managers over time. We cannot ensure that we will be able to retain the services of any members of our senior management or other key employees, the loss of whom could harm our business.

In addition, competition for well-qualified employees in all aspects of our business, including software engineers and other technology professionals, is intense both in the U.S. and abroad. With the recent success of our international business and the increased profile of the Booking.com business and brand, competitors have increased their efforts to hire our international employees. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate existing employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our business would be adversely affected. We do not maintain any key person life insurance policies.

Our expansion places a significant strain on our management, technical, operational and financial resources.

We have rapidly and significantly expanded our international operations and anticipate expanding further to pursue growth of our service offerings and customer base. For example, the number of our employees worldwide has grown from less than 700 in the first quarter of 2007, to approximately 1,745 as of September 30, 2008, which growth is almost entirely comprised of hires by our international operations. Such expansion increases the complexity of our business and places a significant strain on our management, operations, technical performance, financial resources and internal financial control and reporting functions.

There can be no assurance that we will be able to manage our expansion effectively. Our current and planned personnel, systems, procedures and controls may not be adequate to support and effectively manage our future operations, especially as we employ personnel in multiple geographic locations. We may not be able to hire, train, retain, motivate and manage required personnel, which may limit our growth, damage our reputation, negatively affect our financial performance, and harm our business.

Capacity constraints and system failures could harm our business.

We rely on certain third party computer systems and third party service providers, including the computerized central reservation systems of the airline, hotel and rental car industries to satisfy demand for airline tickets and domestic hotel room and rental car reservations. In particular, our domestic travel business is substantially dependent upon the

Table of Contents

computerized reservation systems of operators of global distribution systems for the travel industry. Any interruption in these third party services systems or deterioration in their performance could prevent us from booking airline, hotel and rental car reservations and have a material adverse effect on our business. Our agreements with some third party service providers are terminable upon short notice and often do not provide recourse for service interruptions. In the event our arrangement with any of such third parties is terminated, we may not be able to find an alternative source of systems support on a timely basis or on commercially reasonable terms and, as a result, it could have a material adverse effect on our business, results of operations and financial condition.

We depend upon Paymentech to process our U.S. credit card transactions, and e-clearing, WorldPay and others to process Agoda credit card transactions. If any of these providers were wholly or partially compromised, our cash flows could be disrupted until such a time as a replacement process could be put in place with a different vendor. As we add complexity to our systems infrastructure by adding new suppliers and distribution, our total system availability could decline and our results could suffer.

A substantial amount of our computer hardware for operating our services is currently located at the facilities of SAVVIS in New Jersey, AT&T in New York City, Equinix Europe Ltd. in London, England, Global Switch Amsterdam B.V. and TelecityRedbus in the Netherlands. These systems and operations are vulnerable to damage or interruption from human error, floods, fires, power loss, telecommunication failures and similar events. They are also subject to break-ins, sabotage, intentional acts of vandalism and similar misconduct. Despite any precautions we may take, the occurrence of any disruption of service due to any such misconduct, natural disaster or other unanticipated problems at the SAVVIS facility, the AT&T facility, the Equinix Europe Ltd. facility or the TelecityRedbus and Global Switch Amsterdam B.V. facility could result in lengthy interruptions in our services. In addition, the failure by SAVVIS, Verizon, AT&T, Equinix Europe Ltd., Colt Telecom Group Limited, Verizon Business B.V., or TrueServer B.V. to provide our required data communications capacity could result in interruptions in our service. Any system failure that causes an interruption in service or decreases the responsiveness of our services could impair our reputation, damage our brand name and have a material adverse effect on our business, results of operations and financial condition.

We do not have a completely formalized disaster recovery plan in every geographic region in which we conduct business. In the event of certain system failures, we may not be able to switch to back-up systems immediately and the time to full recovery could be prolonged. Like many online businesses, we have experienced system failures from time to time. In addition to placing increased burdens on our engineering staff, these outages create a significant amount of user questions and complaints that need to be addressed by our customer support personnel. Any unscheduled interruption in our service could result in an immediate loss of revenues that can be substantial and may cause some users to switch to our competitors. If we experience frequent or persistent system failures, our reputation and brand could be permanently harmed. We have been taking steps to increase the reliability and redundancy of our systems. These steps are expensive, may reduce our margins and may not be successful in reducing the frequency or duration of unscheduled downtime.

We use both internally developed systems and third-party systems to operate the priceline.com service, including transaction processing, order management and financial systems. If the number of users of our services increases substantially, or if critical third-party systems stop operating as designed, we will need to significantly expand and upgrade our technology, transaction processing systems, financial and accounting systems and other infrastructure. We do not know whether we will be able to upgrade our systems and infrastructure to accommodate such conditions in a timely manner, and, depending on the third-party systems affected, our transactional, financial and accounting systems could be impacted for a meaningful amount of time before repair.

If our systems cannot be expanded to cope with increased demand or fails to perform, we could experience:

· unanticipated disruptions in service;

· slower response times;

· decreased customer service and customer satisfaction; or

· delays in the introduction of new services,

any of which could impair our reputation, damage our brands and materially and adversely affect our revenues. While we do maintain redundant systems and hosting services for some of our business, it is possible that we could experience an interruption in our business, and we do not carry business interruption insurance sufficient to compensate us for losses that may occur.

Table of Contents

Our financial results will be materially impacted by payment of cash income taxes in the future.

Due to our significant net operating loss carryforwards, we do not expect to pay cash taxes on our U.S. federal taxable income tax for the foreseeable future. We expect to make cash payments for U.S. alternative minimum tax and for certain international taxes. We expect that in the remainder of 2008 and beyond, our international operations will grow their pretax income at higher rates than the U.S and therefore it is our expectation that our cash tax rate and cash tax payments will increase as our international business generates an increasing share of our pretax income.

Uncertainty regarding state and local taxes.

On an ongoing basis, we conduct a review and interpretation of the tax laws in various states and other jurisdictions relating to the payment of state and local hotel occupancy and other related taxes. In connection with our review, we have met and had discussions with taxing authorities in certain jurisdictions but the ultimate resolution in any particular jurisdiction cannot be determined at this time. Currently, hotels collect and remit hotel occupancy and related taxes to the various tax authorities based on the amounts collected by the hotels. Consistent with this practice, we collect a tax recovery charge on the underlying cost of the hotel room night from customers and are billed by the hotel operators for taxes the hotel operators pay to the appropriate tax authorities. As discussed above, several jurisdictions have initiated lawsuits indicating the position that sales tax or hotel occupancy tax is applicable to the differential between the price paid by a customer for our service and the amount charged by the hotel for the underlying room. Historically, we have not collected taxes on this differential. Additional state and local jurisdictions could assert that we are subject to sales or hotel occupancy taxes on this differential and could seek to collect such taxes, either retroactively or prospectively or both. Such actions may result in substantial liabilities for past and/or future sales and could have a material adverse effect our business and results of operations. To the extent that any tax authority succeeds in asserting that any such tax collection responsibility exists, it is likely that, with respect to future transactions, we would collect any such additional tax obligation from our customers, which would have the effect of increasing the cost of hotel room reservations to our customers and, consequently, could reduce hotel reservation transactions. We will continue to assess the risks of the potential financial impact of additional tax exposure, and to the extent appropriate, we will reserve for those estimates of liabilities.

Current economic conditions in the United States are triggering active consideration on ways to generate additional tax revenues by the federal, state and local governments. We cannot predict what changes in tax law or interpretations of such laws may be adopted or assure that such changes or interpretations would not materially impact our business.

The Financial Accounting Standards Board issued an accounting rule change that will significantly impact the accounting for our convertible debt.

The Financial Accounting Standards Board (“FASB”) issued FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments that May be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). FSP APB 14-1 requires cash settled convertible debt, such as our convertible senior notes, to be separated into debt and equity components at issuance and a value to be assigned to each. The value assigned to the debt component would be the estimated fair value, as of the issuance date, of a similar bond without the conversion feature. The difference between the bond cash proceeds and this estimated fair value, representing the value assigned to the equity component, would be recorded as a debt discount and amortized to interest expense over the life of the bond. In addition, if our convertible debt is redeemed or converted prior to maturity and the fair value of the debt component immediately prior to extinguishment exceeds the carrying value it will result in a loss on extinguishment. Although FSP APB 14-1 will have no impact on our actual past or future cash flows, it will require us to record a significant amount of non-cash interest expense as the debt discount is amortized and may result in losses on extinguishment that would not have occurred under previous GAAP. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and must be applied on a retrospective basis. We are in the process of evaluating the impact of this new standard, but expect that it will have a material adverse impact on our results of operations and earnings per share.

Acquisitions could result in operating difficulties.

As part of our business strategy, in September 2004, we acquired Booking.com Limited, in July 2005, Booking.com B.V. and, in November 2007, the Agoda Companies. We may enter into additional business combinations and acquisitions in the future. Acquisitions may result in dilutive issuances of equity securities, use of our cash resources, incurrence of debt and amortization of expenses related to intangible assets acquired. In addition, the process of integrating an acquired company, business or technology may create unforeseen operating difficulties and expenditures. The acquisitions of Booking.com B.V., Booking.com Limited, and the Agoda Companies were accompanied by a number of risks, including, without limitation:

Table of Contents

· the need to implement or remediate controls, procedures and policies appropriate for a larger public company at companies that prior to the acquisitions may have lacked such controls, procedures and policies;

· the difficulty of assimilating the operations and personnel of Booking.com Limited, which are principally located in Cambridge, England, Booking.com B.V., which are principally located in Amsterdam, The Netherlands, and the Agoda Companies, which are principally located in Singapore and Bangkok, Thailand, with and into our operations, which are headquartered in Norwalk, Connecticut;

· the potential disruption of our ongoing business and distraction of management;

· the difficulty of incorporating acquired technology and rights into our services and unanticipated expenses related to such integration;

· the failure to further successfully develop acquired technology resulting in the impairment of amounts currently capitalized as intangible assets;

· the impairment of relationships with customers of Booking.com B.V., Booking.com Limited and the Agoda Companies or our own customers as a result of any integration of operations;

· the impairment of relationships with employees of Booking.com B.V., Booking.com Limited and the Agoda Companies or our own business as a result of any integration of new management personnel;

· the potential unknown liabilities associated with Booking.com B.V., Booking.com Limited and the Agoda Companies.

We may experience similar risks in connection with any future acquisitions. We may not be successful in addressing these risks or any other problems encountered in connection with the acquisitions of Booking.com B.V., Booking.com Limited or the Agoda Companies, or that we could encounter in future acquisitions, which would harm our business or cause us to fail to realize the anticipated benefits of our acquisitions. As of September 30, 2008, we had approximately $519.9 million assigned primarily to the intangible assets and goodwill of Booking.com B.V., Booking.com Limited and the Agoda Companies, and therefore, the occurrence of any of the risks identified above could result in a material adverse impact, including an impairment of these assets, which could cause us to have to record a charge for impairment. Any such charge could adversely impact our operating results, which would cause our stock price to decline significantly.

We may not be able to keep up with rapid technological and other changes.

The markets in which we compete are characterized by rapidly changing technology, evolving industry standards, consolidation, frequent new service announcements, introductions and enhancements and changing consumer demands. We may not be able to keep up with these rapid changes. In addition, these market characteristics are heightened by the emerging nature of the Internet and the apparent need of companies from many industries to offer Internet based services. As a result, our future success will depend on our ability to adapt to rapidly changing technologies, to adapt our services to evolving industry standards and to continually improve the performance, features and reliability of our service in response to competitive service offerings and the evolving demands of the marketplace. In addition, the widespread adoption of new Internet, networking or telecommunications technologies or other technological changes could require us to incur substantial expenditures to modify or adapt our services or infrastructure.

We rely on the value of the priceline.com and Booking.com brands, along with others, and the costs of maintaining and enhancing our brand awareness are increasing.

We believe that maintaining and expanding the priceline.com brand, and other owned brands, including Booking.com, Active Hotels, Agoda, Lowestfare.com, Rentalcars.com, Breezenet.com, MyTravelGuide.com and Travelweb, are important aspects of our efforts to attract and expand our user and advertiser base. As our larger competitors spend increasingly more on advertising, we are required to spend more in order to maintain our brand recognition. In addition, we have spent considerable money and resources to date on the establishment and maintenance of the priceline.com brands, and we will continue to spend money on, and devote resources to advertising, marketing and other brand building efforts to preserve and enhance consumer awareness of the priceline.com brands. We may not be able to successfully maintain or enhance consumer awareness of the priceline.com brands, and, even if we are successful in our branding efforts, such efforts may not be cost-effective. If we are unable to maintain or enhance customer awareness of the priceline.com brands in a cost-effective manner, our business, results of operations and financial condition would be adversely affected.

Table of Contents

Our outstanding convertible senior notes could result in substantial shareholder dilution.

Our convertible senior notes are convertible into shares of our common stock if certain specified conditions are met. All of our convertible notes are currently convertible. Upon conversion, the holder will receive cash for the principal amount of the note and cash or shares of our common stock or a combination of cash and shares of our common stock for the conversion value in excess of such principal amount. If our stock trades above the conversion prices of the outstanding convertible notes, our diluted share count will increase by the net number of shares that would become issuable to the holders of our outstanding convertible notes and, as a consequence, have a dilutive impact on net income per share. As an example, at stock prices of $40 per share, $60 per share, $80 per share, $100 per share and $150 per share, common equivalent shares would include approximately 0.1 million, 4.0 million, 5.9 million, 7.1 million and 8.6 million equivalent shares, respectively, related to the remaining outstanding convertible notes (excluding the offsetting impact of the Conversion Spread Hedges described in Note 9 to the Unaudited Consolidated Financial Statements). The Conversion Spread Hedges increase the effective conversion price of the 2011 Notes and the 2013 Notes from $40.38 to $50.47 per share, and reduce the dilution upon conversion of the 2011 Notes and the 2013 Notes. Since the impact of the Conversion Spread Hedges is anti-dilutive it is excluded from the calculation of net income per share under GAAP until they are exercised upon maturity.

The repayment of our $468 million Convertible Senior Notes could result in a substantial decrease in our net interest income.

We incur interest expense with respect to our convertible senior notes at annual percentage rates that range between 0.50% and 2.25%. Because we currently maintain and have maintained significant cash and cash equivalents, short-term investment and long-term investment balances on our Unaudited Consolidated Balance Sheet (approximately $466.5 million as of September 30, 2008) and because the interest rates that we earn on those balances are in excess of the interest rates that we pay on our convertible senior notes, we are generating interest income net of our interest expense. If we were to use our cash and investment balances to repay our convertible senior notes, or if we are unable to refinance our convertible senior notes with new indebtedness bearing interest at rates similar to our convertible senior notes, then our earnings could be significantly negatively impacted by a decrease in net interest income. Current turmoil in the world financial markets increases the likelihood that the holders will elect to convert our convertible senior notes prior to maturity.

The unit profitability of our airline ticket business has declined and could continue to decline, as we may be subject to, among other things, competitive pressure and loss or reduction of global distribution system fees.

In recent quarters, the amount of profit we make per airline ticket sold has declined and could continue to decline as we, among other things, experience pressure from suppliers to reduce our profit, strive to remain competitive with other online travel agencies and continue to be subject to reduction of global distribution system, or GDS, fees paid to us. Historically, we have relied on fees paid to us by GDSs for travel bookings made through GDSs for a portion of our gross profit and a substantial portion of our operating income. We rebate certain GDS costs to certain suppliers (e.g., airlines, hotels, etc.) in exchange for contractual considerations such as those relating to pricing and availability, and expect to continue to do so in the future. During 2006, most agreements between GDSs and the major domestic airlines expired, and most airlines have negotiated new agreements with reduced distribution costs for the airlines that went into effect on or around September 1, 2006. The structure of these new agreements, along with airline pressure on us to operate under the new structures, requires us to reduce our aggregate compensation and book through lower cost channels to receive airlines’ full content and avoid airline service fees. We have entered into new agreements with a number of airlines to obtain access to airline content, and are in continuing discussions with others to obtain similar access. If we were denied access to airlines’ full content or had to impose service fees on our airline tickets, it could have a material adverse effect on our business, results of operations and financial condition.

Additionally, some travel suppliers are encouraging third-party travel intermediaries, such as us, to develop technology to bypass the traditional GDSs, such as enabling direct connections to the travel suppliers or using alternative global distribution methods. Development of the technology to connect to such alternatives, or to enable direct connections to travel suppliers, requires the use of information technology resources and could cause us to incur additional operating expenses, increase the frequency/duration of system problems and delay other projects.

Table of Contents

We face risks related to our intellectual property.

We regard our intellectual property as critical to our success, and we rely on trademark, copyright and patent law, trade secret protection and confidentiality and/or license agreements with our employees, customers, partners and others to protect our proprietary rights. If we are not successful in protecting our intellectual property, it could have a material adverse effect on our business, results of operations and financial condition.

While we believe that our issued patents and pending patent applications help to protect our business, there can be no assurance that:

· any patent can be successfully defended against challenges by third parties;

· pending patent applications will result in the issuance of patents;

· competitors or potential competitors of priceline.com will not devise new methods of competing with us that are not covered by our patents or patent applications;

· because of variations in the application of our business model to each of our services, our patents will be effective in preventing one or more third parties from utilizing a copycat business model to offer the same service in one or more categories;

· new prior art will not be discovered which may diminish the value of or invalidate an issued patent;

· a third party will not have or obtain one or more patents that prevent us from practicing features of our business or require us to pay for a license to use those features; or

· our operations do not or will not infringe valid, enforceable patents of third parties.

There has been recent discussion in the press regarding the examination and issuance of so called “business method” patents. As a result, the United States Patent and Trademark Office has indicated that it intends to intensify the review process applicable to such patent applications. The new procedures are not expected to have a direct effect on patents already granted. We cannot anticipate what effect, if any, the new review process will have on our pending patent applications. In addition, there has been recent discussion in various federal court proceedings regarding the patentability and validity of so called “business method” patents. The Court of Appeals for the Federal Circuit, in a recent order in In re Bilski, has questioned whether it should review its earlier decision affirming the patentability of so-called business method patents in State Street Bank v. Signature Financial. We cannot anticipate what effect, if any, any new federal court decision will have on our issued patents or pending patent applications.

We pursue the registration of our trademarks and service marks in the U.S. and internationally. However, effective trademark, service mark, copyright and trade secret protection may not be available in every country in which our services are made available online. We have licensed in the past, and expect to license in the future, certain of our proprietary rights, such as trademarks or copyrighted material, to third parties. These licensees may take actions that might diminish the value of our proprietary rights or harm our reputation.

From time to time, in the ordinary course of our business, we have been subject to, and are currently subject to, legal proceedings and claims relating to the intellectual property rights of others, and we expect that third parties will continue to assert intellectual property claims, in particular patent claims, against us, particularly as we expand the complexity and scope of our business. We endeavor to defend our intellectual property rights diligently, but intellectual property litigation is extremely expensive and time consuming, and has and is likely to continue to divert managerial attention and resources from our business objectives. Successful infringement claims against us could result in significant monetary liability or prevent us from operating our business, or portions of our business. In addition, resolution of claims may require us to obtain licenses to use intellectual property rights belonging to third parties, which may be expensive to procure, or possibly to cease using those rights altogether. Any of these events could have a material adverse effect on our business, results of operations or financial condition.

Our business is exposed to risks associated with credit card fraud and charge backs.

To date, our results have been negatively impacted by purchases made using fraudulent credit cards. Because we act as the merchant-of-record in a majority of our domestic transactions as well as those of our recently-acquired business, the Agoda Companies, we may be held liable for accepting fraudulent credit cards on our websites as well as other payment disputes with our customers. Additionally, we are held liable for accepting fraudulent credit cards in certain retail transactions when we do not act as merchant of record. Accordingly, we calculate and record an allowance for the resulting credit card

Table of Contents

charge backs. If we are unable to combat the use of fraudulent credit cards on our websites, our business, results of operations and financial condition could be materially adversely affected.

Fluctuations in our financial results make quarterly comparisons and financial forecasting difficult.

Our revenues and operating results have varied significantly from quarter to quarter because our business experiences seasonal fluctuations, which reflect seasonal trends for the travel services offered by our websites. Traditional leisure travel bookings in the United States are higher in the second and third calendar quarters of the year as consumers take spring and summer vacations. In the first and fourth quarters of the calendar year, demand for travel services in the United States generally declines and the number of bookings flattens. Travel revenues in Europe, on the other hand, have been higher in the third and fourth quarters than in the first and second quarters. Furthermore, prior to introducing a retail travel option to our customers, substantially all of our business was conducted under the Name Your Own Price^® system and accordingly, because those services are non-refundable in nature, we recognize travel revenue at the time a booking was generated. We recognize revenue generated from our retail hotel service, however, including our international operations, at the time that the customer checks out of the hotel. As a result, we have seen and expect to continue to see, that a meaningful amount of retail hotel bookings generated earlier in the year, as customers plan and reserve their spring and summer vacations, will not be recognized until future quarters. This could result in a disproportionate amount of our annual earnings being recognized in later quarters.

Our results may also be affected by seasonal fluctuations in the supply made available to us by airlines, hotels and rental car suppliers. Our revenues and operating results may continue to vary significantly from quarter to quarter because of these factors. As a result, quarter-to-quarter comparisons of our revenues and operating results may not be meaningful. In addition, due to our limited operating history, a relatively new and unproven business model and an uncertain environment in the travel industry, it may be difficult to predict our future revenues or results of operations. A significant change in the global economic environment, such as we are currently experiencing as a result of the financial downturn and banking crisis, makes it more difficult to forecast future operating results.

Because of these fluctuations and uncertainties, our operating results may fail to meet the expectations of securities analysts and investors. If this happens, the trading price of our common stock would almost certainly be materially adversely affected.

Our stock price is highly volatile.

The market price of our common stock is highly volatile and is likely to continue to be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

· quarterly variations in our operating results;

· operating results that vary from the expectations of securities analysts and investors;

· changes in expectations as to our future financial performance, including financial estimates by securities analysts and investors;

· changes in our capital structure;

· changes in market valuations of other Internet or online service companies;

· announcements of technological innovations or new services by us or our competitors;

· announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

· loss of a major supplier participant, such as an airline or hotel chain;

· changes in the status of our intellectual property rights;

· lack of success in the expansion of our business model geographically;

· announcements by third parties of significant claims or proceedings against us or adverse developments in pending proceedings;

· occurrences of a significant security breach;

· additions or departures of key personnel; and

· stock market price and volume fluctuations.

Table of Contents

Sales of a substantial number of shares of our common stock could adversely affect the market price of our common stock by introducing a large number of sellers to the market. Given the volatility that exists for our shares, such sales could cause the market price of our common stock to decline significantly. In addition, fluctuations in our stock price and our price-to-earnings multiple may have made our stock attractive to momentum, hedge or day-trading investors who often shift funds into and out of stocks rapidly, exacerbating price fluctuations in either direction, particularly when viewed on a quarterly basis.

The trading prices of Internet company stocks in general, including ours, have experienced extreme price and volume fluctuations. To the extent that the public’s perception of the prospects of Internet or e-commerce companies is negative, our stock price could decline further, regardless of our results. Other broad market and industry factors may decrease the market price of our common stock, regardless of our operating performance. Market fluctuations, as well as general political and economic conditions, such as a recession or interest rate or currency rate fluctuations, also may decrease the market price of our common stock. Negative market conditions could adversely affect our ability to raise additional capital.

We are defendants in securities class action litigations. In the past, securities class action litigation often has been brought against a company following periods of volatility in the market price of its securities. To the extent our stock price declines or is volatile, we may in the future be the target of additional litigation. This additional litigation could result in substantial costs and divert management’s attention and resources.

We are party to legal proceedings which, if adversely decided, could materially adversely affect us.

We are a party to the legal proceedings described in Note 14 to our Unaudited Consolidated Financial Statements. The defense of the actions described in Note 14 may increase our expenses and an adverse outcome in any of such actions could have a material adverse effect on our business, results of operations and financial condition.

Regulatory and legal uncertainties could harm our business.

The services we offer through the priceline.com service are regulated by federal and state governments. Our ability to provide such services is and will continue to be affected by such regulations. The implementation of unfavorable regulations or unfavorable interpretations of existing regulations by courts or regulatory bodies could require us to incur significant compliance costs, cause the development of the affected markets to become impractical and otherwise have a material adverse effect on our business, results of operations and financial condition. See “Uncertainty regarding state and local taxes.”

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We manage our exposure to interest rate risk and foreign currency risk through internally established policies and procedures and, when deemed appropriate, through the use of derivative financial instruments. We use foreign exchange derivative contracts to manage short-term foreign currency risk.

The objective of our policies is to mitigate potential income statement, cash flow and fair value exposures resulting from possible future adverse fluctuations in rates. We evaluate our exposure to market risk by assessing the anticipated near-term and long-term fluctuations in interest rates and foreign exchange rates. This evaluation includes the review of leading market indicators, discussions with financial analysts and investment bankers regarding current and future economic conditions and the review of market projections as to expected future rates. We utilize this information to determine our own investment strategies as well as to determine if the use of derivative financial instruments is appropriate to mitigate any potential future market exposure that we may face. Our policy does not allow speculation in derivative instruments for profit or execution of derivative instrument contracts for which there are no underlying exposures. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives.

We did not experience any material changes in interest rate exposures during the three or nine months ended September 30, 2008. Based upon economic conditions and leading market indicators at September 30, 2008, we do not foresee a significant adverse change in interest rates in the near future.

As of September 30, 2008, the carrying value of our debt is approximately $468 million. We estimate that the market value of such debt was approximately $805 million as of September 30, 2008. Substantially all of the market value of our debt in excess of the carrying value is related to conversion premium on the bonds.

Table of Contents

As a result of the acquisitions of our European and Asian operations, we are conducting a significant and growing portion of our business outside the United States through subsidiaries with functional currencies other than the U.S. dollar (primarily Euros and British Pounds). As a result, we face exposure to adverse movements in currency exchange rates as the financial results of our international operations are translated from local currency into U.S. dollars upon consolidation. If the U.S. dollar weakens against the local currency, the translation of these foreign-currency-denominated balances will result in increased net assets, net revenues, operating expenses, and net income or loss. Similarly, our net assets, net revenues, operating expenses, and net income or loss will decrease if the U.S. dollar strengthens against local currency. Additionally, foreign exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in gains and losses that are reflected in our Unaudited Consolidated Statement of Operations. Our international operations are subject to risks typical of international business, including, but not limited to, differing economic conditions, changes in political climate, differing tax structures, other regulations and restrictions, and foreign exchange rate volatility.

From time to time, we enter into foreign exchange derivative contracts to minimize the impact of short-term foreign currency fluctuations on our consolidated operating results. As of September 30, 2008, foreign exchange derivative contracts with notional values of 23.1 million Euros and 4 million British Pounds were outstanding to minimize the impact of short-term foreign currency fluctuations on consolidated operating results. These derivatives expire on December 31, 2008, and we have no foreign exchange hedges currently in place past that date. As of December 31, 2007, contracts with notional values of 16.0 million Euros and 3.7 million British Pounds were outstanding. Foreign exchange gains of $4.1 million and losses of $1.8 million for the three months ended September 30, 2008 and 2007, respectively, and losses of $0.9 million and $2.4 million for the nine months ended September 30, 2008 and 2007, respectively, were recorded in “Foreign currency transactions and other,” and were principally related to foreign exchange derivative contracts. We may enter into additional foreign exchange derivative contracts or other economic hedges in the future.

Additionally, fixed rate investments are subject to unrealized gains and losses due to interest rate volatility. To the extent that changes in interest rates and currency exchange rates affect general economic conditions, priceline.com would also be affected by such changes.

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Exchange Act Rule 13a-15(e). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

In the second quarter of 2006, we started to implement a new financial accounting system at Booking.com B.V., which is expected to improve efficiency and support growth. The implementation, development and refinement of this financial accounting system is expected to occur in phases through the remainder of 2008 and will likely affect the processes that constitute the Company’s internal control over financial reporting. As we continue with the system implementation, we will continue to review internal controls and may take further steps to ensure that internal controls are effective and integrated appropriately.

In November 2007, we acquired the Agoda Companies, and as a result of that acquisition, we have undertaken a review of their internal controls and intend to make changes, if necessary, that we believe to be appropriate to those internal controls as we integrate its business with ours. As we further integrate Agoda’s business, we will continue to review its internal controls and may take further steps to ensure that its internal controls are effective and integrated appropriately.

In March 2008, the Company initiated the implementation of an enterprise resource planning (“ERP”) system for its domestic operations. The implementation is expected to be completed over the next year and involves changes in systems that include internal controls. We expect to review each system as it is being implemented and the controls affected by the implementation of the new systems, and are making appropriate changes to affected internal controls as we implement the new systems. However, the possibility exists that our migration to the new ERP system could adversely affect the Company’s internal controls over financial reporting and procedures.

There was no change in the Company’s internal control over financial reporting during the three months ended September 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

A description of material legal proceedings to which we are a party is contained in Note 14 to our Unaudited Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table sets forth information relating to repurchases of our equity securities during the three months ended September 30, 2008:

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a) Total Number of Shares (or Units) Purchased		(b) Average Price Paid per Share (or Unit)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
July 1, 2008 – July 31, 2008	6,794	(3)	$	107.41	—	$	44,866,000	(1)
					—	$	20,447,000	(2)
August 1, 2008 – August 31, 2008	1,792	(3)	$	95.58	—	$	44,866,000	(1)
					—	$	20,447,000	(2)
September 1, 2008 – September 30,	296	(3)	$	100.82	—	$	44,866,000	(1)
2008					—	$	20,447,000	(2)
Total	8,882		$	104.80	—	$	65,313,000

(1) Pursuant to a stock repurchase program announced on November 2, 2005, whereby the Company was authorized to repurchase up to $50,000,000 of its common stock.

(2) Pursuant to a stock repurchase program announced on September 21, 2006, whereby the Company was authorized to repurchase up to $150,000,000 of its common stock.

(3) Pursuant to a general authorization, not publicly announced, whereby the Company is authorized to repurchase shares of its common stock to satisfy employee withholding tax obligations related to stock-based compensation.

Exhibit Number		Description

31.1		Certification of the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

		PRICELINE.COM INCORPORATED
		(Registrant)


Date: November 7, 2008	By:	/s/ Robert J. Mylod, Jr.
		Name:	Robert J. Mylod, Jr.
		Title:	Chief Financial Officer
			(On behalf of the Registrant and
			as principal financial officer)

Exhibit Number		Description

31.1		Certification of the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

PART I - FINANCIAL INFORMATION	2

Item 1. Consolidated Financial Statements	2

Consolidated Balance Sheets (unaudited) at September 30, 2008 and December 31, 2007	2
Consolidated Statements of Operations (unaudited) For the Three and Nine Months Ended September 30, 2008 and 2007	3
Consolidated Statement of Changes in Stockholders’ Equity (unaudited) For the Nine Months Ended September 30, 2008	4
Consolidated Statements of Cash Flows (unaudited) For the Nine Months Ended September 30, 2008 and 2007	5
Notes to Unaudited Consolidated Financial Statements	6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3. Quantitative and Qualitative Disclosures About Market Risk	49

Item 4. Controls and Procedures	50

PART II - OTHER INFORMATION	51

Item 1. Legal Proceedings	51
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 6. Exhibits and Reports on Form 8-K	52

SIGNATURES	53